Ben Tennyson: The Amazing Spider-Man
by Ninjanicktf
Summary: Ben Tennyson was your average teenage loser. Nothing can go right for him. He has over protective parents, he couldn't tell the girl of his dreams how he feels, and his is picked on because of his love of super heroes. But one day, a radio activate spider changed all of that.
1. Along Came A Spider

It was a boring day at school. And I mean REALLY boring. So boring that our protagonist was trying to stay awake when the teacher was talking. He just didn't really care about what the heck an atom was, and you have no idea how happy he was when heard the bell ring.

Oh wait, I think we should introduce our hero. This is Ben Tennyson, a Teenager from New York that's no different than you and me. He is sixteen years old and he has normal trouble. You know, over-due projects, crushes, all that shtick. That stuff is super boring, but relax that's not what this story is about. This is about something amazing that happened to him one day.

"Okay, I'll finish tomorrow" the teacher said as the class all got out of their seats, ready to leave the room. "If you have any questions about today's lesson, let me know" everyone was getting their things as were ready to leave the class room. Ben was hoping he can get home and do what he usually does-do homework, watch a little TV, and read comic books.

"Wait class, there was something I almost forgot about" The teacher said. Everybody turned around and everyone (including Ben) groaned, because they really wanted to get the heck out of that class room. Most of them had very important things to do with their lives, but they had to stay to listen to him.

"What do you need to tell us, Mr. Money?" a girl named Kylie stone said. This is one of ben's closest friends, who he's known since they were twelve. He has always had a huge crush on her but was always too nervous to say anything. Man, I wish I was friends with a girl I had a crush on.

"I just want you all to know that you better hand in your permission slips for a field trip, because tomorrow we are going to the spider exhibit!" This was the thing every student there didn't want to hear. They HATE field trips. They thought it was too damn boring, and the places they choose aren't even that cool. I've never been on one, so I don't really know about it. However, there was one student who was excited. This was Ben's cousin Gwen, who practically was born a minute before Ben was. He's known her for as long as he could remember, and they have some very different personalities.

Everyone handed in their permission slips, with Gwen being the first one to hand in her permission slip, with a huge look of excitement on her face. Next was Kylie, who handed in her permission slip, and just walked away after she picked up the backpack. Soon everyone else handed in their permission slips, until ben was the only one left in the class room. Ben walked up to the desk, and decided to talk to Mr. Money. Who knows, maybe he'll talk Mr. Money out of letting him go on the field trip.

"Mr. Money, no offence, but I'm not really interested in being in a spider-museum" Ben said. "And I'm pretty sure that my parents didn't sign the permission slips. Is it okay if I just stay here and go to math class instead?"

"But your parents already signed the permission slip a week ago, Tennyson. I'm afraid you have to go" This is something Ben really didn't want to hear. Ben thought that his parents weren't going to sign the permission slip, mainly because he hid it from them. That's how much he really didn't want to go on this trip. But his parents must have found it, because he knew they were always looking through his things.

"Well how do we know it was my parents?" Ben asked. "Maybe it was someone else's signature, not theirs"

"Because this is clearly Sandra Tennyson's signature, and because she handed it to me this morning" Mr. Money said as he pulled out the permission slip. Ben looked at it, and he had no doubt that was his mother's signature. "Now history class is going to be starting in a few minutes, I suggest you make an effort just to get there"

"Yeah" ben said as he walked out of the room. He couldn't believe his parents signed the permission slip and didn't tell him! What parents neglect to tell their own kid about signing his permission slip? He thought they wouldn't even let him go in the first place, even if he handed them the permission slip!

Not before long school had ended. Everyone exited the building, either on foot or on skate board, except for Ben and Gwen, who were both waiting for their grandpa to pick them up. Maybe I should also talk more about him as well. Max Tennyson was a man that was adored by many. No one adored him more than his grandchildren, who always waited for him when school got out. They didn't care if they were running late or if he had some sort of mishap, as long as they could see him, Ben was happy.

"So you really don't want to go to the spider-exhibit?" Gwen asked Ben nicely.

"Not Really" Ben said. "I'm not really into spiders. I'm more into things like super heroes or book factories. I think a spider-museum is going to be boring"

"Hey, it's going to be fun!" Gwen said to Ben, much to the latter's annoyance.

"You say that with every field trip, and I always end up thinking the opposite"

"Oh come on, I'm sure something will happen that'll change your mind" Gwen said to Ben. Ben was going to say something when he saw this beat-up RV pull up next to the school.

"Hey, it's grandpa!" Ben said as he grabbed his backpack. Gwen grabbed her thing as well as they walked up to the RV, glad to see their grandpa again. They opened the door and got right in, and Gwen sat down as ben closed the door. Grandpa max started driving off as ben sat down, thinking about that field trip he had no choice to go on.

"So, how was school?" Grandpa max asked.

"It was okay. Tomorrow we're having a field trip and I have no choice but to come"

"I'm guessing your mother already signed the permission slip?" grandpa max asked.

"Yeah" Ben said as he pulled out his phone.

"So where are you guys going?"

"To the spider-exhibit" Gwen said.

"That sounds fun" Grandpa Max said. "I used to work there a long time ago"

"I thought you were a plumber" Ben said as he pulled himself away from the phone.

"That was before I became a plumber" Grandpa Max said. "It's a really cool place. You know Ben, you might like it. There are a lot of cool spiders there"

"I'm not super sure of that" Ben said. He went to go see his text messages, but there weren't that many. Just one from his friend Jackson linking him to a funny video on YouTube and one from Kylie, which said "Are you going to the spider-museum tomorrow?" He wasn't surprised that he did get that many texts. He wasn't really that popular, and he's also kinda shy. He doesn't have that many friends, and the friends he did have they talked to him first, not the other way around. Except for Kylie, though.

He replied "yes" he thought if he was not going to have a choice in going, t least someone else he really cared about was going to be there. Grandpa Max soon stopped at Gwen's house, and she got off. She got her things, waved goodbye, and he drove off, bringing Ben to his house.

"So are you going to go that that spider-exhibit?"

"Yeah" Ben said.

"Kylie's going, isn't she?" grandpa max said.

"Yes she is. If I'm not gonna enjoy it at least I'll be near someone I care about"

"I understand" Grandpa Max said. "I remember a girl I used to like in high school, her name was Margret. She was a very nice girl, and we were good friends. However, I could never bring myself to tell her how I felt, and when I decided to, it was too late. She ended up falling for another man, and she didn't really hang around me anymore"

"Not to sound rude or anything, but are you trying to tell me something by this?"

"Yes I am. If you have feelings for a certain girl, then tell her how you feel. Don't let your fear get the best of you" This was around when Grandpa max stopped at Ben's house, and e stopped the Rv. Ben went back to get his things, and he got off the Rv, (of course after saying goodbye to his grandpa) and he walked towards the door, thinking about what his grandpa said. Maybe he should go tell Kylie how he felt. Maybe he should tell her he likes her.

He opened the door and walked into his house, right into his parent's home. Standing there were both of his parents, who really looked as if they were excited about something. This kinda scared ben, because he thought it wasn't good news. Then again, if you walk into your parents who are smiling, when is it good news?

"Okay, can you tell you tell me guys why you're excited?"

"We heard about your field trip tomorrow!" His mother said. Her name is Sandra, AKA the woman that put her signature on the permission slip.

"Yeah, I know. You already signed the permission slip and handed it to the teacher, from what I heard" Ben said. "How come you did that without asking me first?"

"Well, he didn't tell you because we knew you weren't really interested in going. But we think it would be fun for you, so you shouldn't try hiding the permission slip from us"

"Gwen told you about it, didn't she?"

"Yes"

"You guys know I don't want to go!" Ben said.

"Hey, wouldn't it be really cool to see all the different types of spiders?" Carl said. "I mean, I think it would sound pretty cool"

"Not unless they were experimenting on some of them"

"Oh come on, that kind of things only happen in comic books" Sandra said.

"Besides, you always complain that we don't let you do anything" Carl said.

"Wait, when I wanted to go see Pacific Rim you said no because you thought it sounded too violent, but a place with many venomous creatures is okay with you guys?!"

"I'm not worried because their kept behind glass" Sandra said. "Besides, who knows, maybe it'll be very interesting" You never know what going to happen" his dad said. Ben, really angry, just marched up to his room, slamming the door as he entered.

"I'm not sure he likes it" Sandra said.

In his room Ben stayed there the whole night, just really angry at his parents. They always did things like this behind his back, and he never liked it. This really irks him to no end, and he doesn't know why they do it. Ben tried to calm himself down by going under his bed and pulling out something his parents doesn't know he has-some batman comic books. No really, I don't read batman (because I'm more of a marvel fan) but I've been reading about them. And if you have, then you'd know why he would have to hide it from his parents. He recently picked up Batman #39 and he was really interested in what was going to happen next in the story. I had to go look that up, to be honest.

He grabbed his radio and put on his copy of American Idiot by green day, something his grandpa gave him. He loves Green day, which is something else his parents don't really know about. This was probably his favorite one of their albums (Or CDs, since I'm retro, and no one calls them albums any more) and he listens to it frequently. Epically when he's angry, because somehow it's always managed to calm him down.

Wednesday came soon enough, and ben wasn't ready for it at all. That mean he had to go to the spider-exhibit, and he really did not want to go. However, he knows he can't talk his parents out of making him, no matter how much he wanted to, and that his parents at least signed the permission slip, so he had to come. On the bright side Kylie was going to be there, so maybe it wasn't going to be that bad.

He tried to get as much sleep as possible. He tried to sleep in, hoping that his parents were going to try and wake him in time, fail, and he was going to miss the trip. But then he started to regret this idea, because he told Kylie he was going and he's never broken a promise to Kylie. But he liked sleeping, so he tried to sleep as long as he could. At least he can do that.

"Wake up Ben. You're going to be late" Ben's mom said as she walked into his room.

"That's the plan" Ben said as he pulled the blanket over his head. His mom kept shaking him but it didn't work. She stopped for a bit and tried to think, and noticed the window was right across from the room. She noticed the blinds were down, and she got an idea. She walked over to the blinds and she pulled them up, which shone a huge light in ben's eyes, waking him up.

"Now get ready or you're going to be late for school" Ben got ready within minutes, changing into a black short sleeves shirt with jeans and sneakers. He ate a quick breakfast down stairs and he ran outside, saying goodbye to his parents.

He stood outside for ten minutes, waiting for the bus when it arrived, much to ben's luck. He was just glad it didn't leave without him this time, unlike the last three times when he had to end up walking to school. He never liked walking to school or back to home, because it was such a far trip and he honestly thought it sucked.

Soon he got onto the bus, which was crowded with people talking. He tied to make his way to an empty spot, hopefully with someone he knew or could at least stand. This didn't come to pass though, as Gwen was sitting next to (and busy taking to) her friend elina, His best friend Jackson got stuck with someone that Jackson couldn't stand either, and kylie was sitting next to her friend, a Jock named Cody brock. Ben never liked this guy because he thought he was a jerk, and because he and Kylie treats each other like they were dating. So he saw that he couldn't sit next to anyone he wanted to.

_This is just not my day, is it? _Ben thought as he made his way to the back. It was freezing in the back, and the only seat avadeabile was next to a nerd who was obsessed with Pokémon.

_Really not my day._ He thought when he sat down, as the guy was debating with himself if Pikachu or Meowth would win in a fight.

...

About two hours later they finally arrive at the spider-exhibit, and ben still wasn't happy. Bright side, he didn't have to sit next to Pokémon boy anymore, not so bright side, it was so boring. Or to him, at least. Everyone was looking at the cool spiders, except for Ben, who wished he could be anywhere else. They all came to these special spiders, each one cooler than the last, but ben really didn't like it.

"Hey ben, look at this" Gwen shouted as he walked over to her. Ben had no idea what was going on as he walked over to wen and the others, who were all gathered around one specific exhibit. Everyone looked at them in amazement and shock at what they saw, and ben squeezed his way to the front to see what everyone was talking about. What he saw were these strange looking spiders, that didn't look like any spiders he had ever seen before. These were a bit bigger and they were purple, with strange marks on the backsides of them. Ben thought they kinda looked cool, but yet he still wondered what they were.

"Excuse me, I've never seen these kind of spiders before" Ben said. "What kind of breed are they?"

"Oh, these are a brand new type of spider, given to us by Oscorp industries. These are genetically altered spiders, with stronger web lines and faster endurance" the tour guide said.

"So these have been experimented on?" Kylie asked.

"Why yes, they have" The tour guy said. "We're not sure how safe these spiders are, so we are to make sure that every single one is present and counted for"

"Mutated spiders" Gwen said. "Hey Ben, doesn't that sound like something from a comic book?"

"It kind of does" Ben said. "And I have to admit, this is kind of cool"

"Excuse me" Kylie asked the tour guide. "What would happen is someone was bitten by one of these?"

"We honestly don't know" The tour guide said. "What we do know is that either it might kill you or give you super powers. Most likely the former"

"This is really cool" Ben said. He looked at the plague to see what they were thinking about naming these new species when he noticed something strange. The sign said there were five spiders in the case, but ben only saw four. He also saw a tiny bit of the case was lifted, most likely by someone who was trying to clean it, as he saw a small dirty spot that guy must have missed. By the look of it the spider escaped, and it might be crawling around freely.

"Excuse me sir, the sign says there's five spiders, but I only see four" Ben said. The tour guide looked at the case, hoping that Ben was wrong. He counted the spiders at least ten times to make sure, but he found out ben was right-one of them was missing.

"Uh oh, looks like one of them escaped" tour guide said to the class. Everyone started freaking out because of this, and Ben just hid in the crowd, not noticing something crawling up his leg.

"Relax, it's nothing. I bet someone else who works here already found out about the sider and is working his or her way to finding it and catching it. Regardless let's move on" the tour guide said. The group moved on as Ben walked along with them, not noticing that something was standing right on the back of his palm. Something that looked like a spider.

"Ben, what's that?" Kylie asked when she noticed the spider on Ben's hand.

"What's wh-" Ben didn't notice that the spider was on his hand until the spider bit him. Ben grabbed his hand in pain as the spider-jumped off right before it crawled away, not to be seen again. Kylie looked over at it, as she was very startled by what happened.

"Great just I needed" Ben looked at the spider bite, wondering how he didn't notice that spider on his hand. The bite started bleeding, much to Kylie's shock. Ben looked at it and started having a werid feeling in his stomach, which made grab it, while looking like he wasn't well.

"Oh my god, are you alright?!" she asked.

"I'm fine, just a little dizzy" Ben said as he started to stumble over. His entire head was busy, and really felt like he was getting sick. He was sick to his stomach, and constantly feeling like he was going to throw up. He had no clue on what was happening to him, and he felt as he needed to get out.

"Mr. Shane, Ben needs to step outside or a minute" Kylie said. "I don't think he's feeling well"

"Well, if he's sick then surely he could leave" The tour guide said. Ben walked out of the building as everyone else moved along, and he walked out to the stairs outside and then threw up into a waste basket. He really had no idea what was happening, but then he looked at his spider-bite. He started to wonder if that had anything to do with his conditions.

"How the heck am I supposed to tell my parents about this?" Ben asked himself. He sat there, trying to get over a headache he had for a few minutes when Gwen walked outside. He quickly pulled his sleeve over his hand so she wouldn't see the spider bite and still sat there, thinking to himself.

"Ben, are you feeling alright?"

"Not really" He said. Gwen put her hand on Ben's forehead to see if he was running some sort of fever, and she saw he was. She also looked at ben, and thought he really didn't look well. Like something was literally eating him up inside.

"I'll call grandpa and ask him to come over quick. It's strange, you seemed just fine a few minutes ago" Gwen said as she got out her phone. As Gwen was distracted, Ben used the moment to look at the spider bite and wonder if it had to do with how he was feeling. He quickly pulled out his phone and looked up several spider-bites, none of which looked like the one he had. He saw Gwen hang up the phone and quickly put his phone back in his pocket, and sat in the same postion he was sitting in right before she got on the phone.

"Okay, grandpa will be here in twenty minutes. Please stay close by" Gwen said. As she went back into the building Ben felt the urge to throw up. He saw the garbage Can at the park across the street and quickly walked all the way over thee during a red light, and he threw up in trash can. He wiped off the last of his throw up as he walked down the street, not noticing the light had turned green. He didn't bother to notice, mainly because he was too busy thinking on how he was supposed to tell his parents about both how he was bit by a spider, and that he felt sick but he suddenly felt better almost instantly.

He was so deep in these thoughts that he didn't notice a car that was coming towards him, and the guy was pretty tried, so he didn't notice Ben either. Ben was still walking away when he felt the urge that he need to jump out of the way, which he did before the car hit him. Ben didn't know how he couldn't notice that the car was nearby, but he somehow knew that he needed to get out of the way. It was almost like he sensed it. He stood there, touching a poster for the Jonny Bravo movie as he wondered how this could be. He was going to walk back to the building when he noticed that his hand was stuck to the poster, and he couldn't get it off until he ripped it off, almost as if it were attached to his fingers.

Ben thought this was bizarre to no end, but he started thinking about what was happening to him. He thought he must still be sick or something, because this wasn't normal. He knew he got plenty of sleep last night, so his wasn't something he was seeing because he was tried. But he thought about something. He noticed how that poster was sticking to his fingers, and he wondered if the same was going for his feet. So he took off his shoes and tied the shoe laces together, and he put them on his shoulder. Then he tried climbing up the wall, with great success. Soon what he thought was weird he soon thought it was the coolest thing ever.

When he got on top of the wall, he sat there, wondering what was happening to him. He then looked at his spider-bite and thought for a bit. First he was feeling sick to his stomach after the spider bit him, then all of this started happening. He was sticking to the wall and he was sensing danger everywhere, and all of this happened after the spider bit him. This made him come to one conclusion: This spider that bit him was the radioactive spider that escaped. There was no other explanation.

He still thought about this when he saw His grandpa pull up, and stick his head out of the window. Ben looked down when he noticed that, and he waved to his grandpa.

"Ben, what are you doing up there?" He asked.

"Just thinking, grandpa" he lied as he jumped down. Somehow he managed to land on his feet, which surprised his grandpa to no end. When he tried that in gym class a few years ago he landed right on his face, almost breaking his nose. He ran over to the van and got inside, much to his grandpa's surprise, because of what he was told on the phone. He was told Ben was sick, but he seemed just fine right at the moment.

"You know, Gwen told me you were sick" He said, bringing the subject up.

"Well, I was, but somehow I feel much better" ben said as he sat down. "I don't know how to explain it"

"Well, that's very strange" Grandpa Max said. "Makes me wonder if you were faking it just so you could get out of the science exhibit"

"Well, that is very possible" Ben said. "But I threw up into that trashcan over there. I'm sure that I can't fake that"

"Well, just wait here for your cousin. Maybe she can explain this all to me" Grandpa Max said. Ben just sat down, and decided to look on Facebook. After a while Gwen got back on the RV, very shocked to find Ben well sitting down while listening to Foo Fighters. She thought Ben was very ill, and as you can guess, she didn't know about what had just happened to Ben. But she was confused by what she was seeing right here.

"Are you okay?" she asked in concern. "You seemed sick a few minutes ago"

"I'm guessing I need some fresh air" Ben said. "It was very strange. Almost like it was gone as soon as it was there"

"I can't believe you Ben" Gwen said. "I know what you're doing"

"Huh?"

"It's very mean that you faked not feeling well just because you didn't want to stay in that room" Gwne said. "You know, Kylie was very worried. She asked me if you were going to be okay"

"Look, that's not exactly what happened, I just-"

"Oh my god, what happened to your hand?" She asked as she saw the spider-bite.

"A spider-bite. Don't worry, I looked it up. This one's not too bad" he lied, not knowing if it was bad or not. Gwen looked at it.

"Are you sure?" Gwen said as she looked up at Ben.

"Yes! God, you're almost as bad as my parents!" Ben said, joking. Gwen smiled and rolled her eyes and walked over to the next seat, still wanting to keep a close eye on Ben...


	2. Fame

Not much happened after that. They stopped, filled up the gasoline tank in the RV, and then they went off. Grandpa Max dropped off Gwen at her house first, and then he did the same to Ben. Ben waved goodbye and walked towards his home.

_Well here we go. _Ben thought as he walked towards the door. _Now I'm going to have to explain to my parents what this spider-bite is doing on my hand, and knowing them, they are going to freak out._ Ben opened the door and walked in, seeing his dad watching a movie and his mom doing the dishes, and he knew both of them probably didn't want to be bothered. He looked at his hand, which Gwen had wrapped up in a bandage, and hoped that maybe his parents would notice. You know because it's very hard to notice a bandage wrapped around someone's hand.

"Hey guys" Ben said as he put his backpack on the table. "I'm back"

"Hey, how was the spider exhibit?" Sandra said as she walked over to him. Remember how a few sentences ago I said Ben didn't want his mom to notice the spider-bite on his hand? Well, that didn't work, as that was the first thing she noticed. She grabbed his hand in shock as she looked at it, along with asking what had happened.

"Just a little accident with a spider. Relax; the tour guide said it was just a flesh wound" Ben said to relax Sandra, not telling her about what happened after the spider-bite. "It's not venomous"

"Are you sure? I don't want my little baby to-"

"Mom, I'm going to be fine" Ben said as he made his way up stairs. "I'll be back down for dinner in a few minutes" Ben just went into his room and sat on his bed and put on a green day album, this time Dookie. He started to think more about his powers and what he could do with them. He tried to think of what he could use his powers for. Then he turned on the TV and saw a report on another attempt to destroy the world that was foiled by a real life super-hero team: the power puff girls. Ben noticed they got really famous for their abilities, and this gave him an idea. Maybe he could use those powers to gain popularity.

He looked at his recent copy of Batman and noticed that on the back there was an ad for a wrestling match. He looked at the bottom of the page and noticed the prize money was 100,000, and that they were asking for more nominees. He thought maybe if he was wearing a ski mask and maybe some sort of old costume that maybe he could get into wrestling. Only problem though was that his parents would never willingly take him to one. So he was going to need a way to get around. Then he remembered something from the same batman comic book that the ad was on-

-his grappling hook! Maybe Ben could try and make something like it with his old chemistry set, which he still had in the closet somewhere. It took a while to find it, but eventually he did, and it was still in good condition. He was still able to use it, as he did. For hours he was busy with this task. It almost made ben wish he did better in biology then he did social studies. But in the end he managed to make some sort of substance that had the abilities to stick to walls, as well as carry heavy objects, as ben tested it with his backpack filled with school stuff.

"It works, but how am I going to contain it?" Ben asked himself. He looked over at the wall and saw a spider crawling down as it was making a web, which gave him an idea. He made some cartages out of old meatal capsules he found around the house, and he started messing with some technology and not before long he had his own means of spinning a web.

"Okay, let's see how well this works" Ben said as he lined up some soda cans, along with an old ninja turtle toy he found under his bed and a random deodorant bar. He stepped back from the line up, and pointed his hands at his targets, and tried to see if they work like he wants them to. So he placed his middle finger and his ring finger in his palm, which lied a little switch. As he pressed it, a string of web fluid came out and stuck itself onto the soda cans, getting them stuck on the wall.

"Okay, so far so good" he sung a web on the deodorant bar and he somehow made it into a web sack (He really was constraining there) and he stuck it to the ceiling. So he tired one last thing. He slung the web on the ninja turtle, and he tried to pull it towards him. Unfortunately for the meta human, the web moved like crazy, breaking a shelf with books on top of it, causing them to all fall off and knock over a lamp, which shattered as soon as it hit the ground. Ben looked over to the shattered lamp, and remembered that was the one his aunt Debbie gave to him before she died. His parents would kill him if they knew he had broken it!

"Aw crap" Ben said worryingly. He tried to pick up the pieces and the books when his spider-sense off, letting him noticed footsteps coming from the stairs. He had no doubt that they were his parents, and he knew he would be in big trouble if they knew he broke his deceased aunt's lamp or that he created his own type of webbing.

He tried to quickly tried to get rid of the evidence, as in putting the books in a stack on his desk (on top of a killer croc drawing, because his parents really hate that guy) grabbed all of the webbing and dump it and the items inside into his closet, and as for the lamp he shoved under his bed. He quickly grabbed a book and jumped onto the bed, hoping that his parents though he was reading a book he needed to read for science class rather than make his own spider webbing.

"Ben honey, I heard a loud crash" Sandra said as she opened the door. "What was that noise?"

"Nothing mom" Ben said. "Just a movie I was watching"

"Are you sure?" she said. "I don't see Aunt Debra's-"

"Yes mom" Ben said. His mom shrugged and walked away from the door, much to ben's luck.

"Too close" he said as he closed the door. "Okay, tomorrow I'll start this wrestling career, but I would still need to think of a name for myself. Maybe something like the ghost freak? How about four arms? Eh, I'm sure I'll think of something"

"Ben, your grandpa's here!" Ben's dad shouted. Ben was so busy with his web shooters he forgot that his grandpa was going to take them to a wrestling match, which ben remembered could be his big opportunity for him to get into the ring. He brought a few extra things, hoping that o one would notice him carrying them. These included a mask, a hood, and gloves, which he used to cover up his web shooters.

"Coming!" he said. One thing we forgot to mention last chapter was that Ben always enjoyed his grandpa. He was not as strict as Ben's parents, and he's what got Ben interested in rock music and Batman. Ben liked hanging out with him, because he thought unlike his own two parents, he was fun.

He got his things and walked out of the house, as his parents looked out to make sure he got to the Rv safely. Ben got in and said hi to his grandpa, his grandpa's RV and they drove off, much to ben's pleasure.

"Hey Ben" Gwen said.

"Hey Gwen" said to his cousin. "You're coming to? I don't think you'd be interested in going to a wrestling match"

"That's where we're going?" Gwen asked in shock. "Grandpa said we were going to the library!"

"I'm guessing that's the only way he could convince you to come" Ben said right as Gwen noticed a strange bump in Ben's pocket. She thought it was far too big for a phone or for cash (then again, Ben barely had any) so she assumed Ben had something his pocket, but she didn't know what.

"Is there something in your pocket?" Gwen asked. Gwen had been like Ben's third parent ever since they were five. She always would try to stop him from doing something she thought wasn't too safe. Going on a swing set, watching a movie, or even playing dodge ball. So Ben always waited for her leave before he could get on a slide. He was hoping this "third parent" nonsense would end before they were teenagers. If he was right, you wouldn't have read any of that.

Because of that, ben didn't want Gwen to find out about his abilities. She would be the last person he would willingly tell, because she'll just freak out.

"There's nothing in my pocket" Ben said, hoping that she'd buy it.

"Really? Because that looks like a bump-"

"It's nothing, alright?" Ben said. "Hey grandpa, when do you think we're gonna get to the wrestling match?"

"I don't know Ben" grandpa max said, curious as to why ben was asking. "Why do you want to know?

"Just asking"

…

It wasn't before long until they actually arrived, and ben was the first one to get out of the van. He seemed really excited, making his grandpa really curious. Ben has always liked watching these wrestling matches, but he seemed as if he was going to fight himself. But he wasn't super concerned, as he was more busy trying to convince Gwen to get out of the van, because she really didn't want to.

"Come on Gwen, it's not that bad" Max said. "Why don't you want to come along?"

"Unlike you guys, I don't really want to watch sweaty, muscly guys beat each other up over a belt" Gwen said. "I'd rather stay inside and finish the adventures of tom sawyer"

"Come on Gwen, you've read that book a gazillion times" ben said.

"Ten, actually" Gwen said. "And considering how many times you've read the killing joke, I'd say you're the one to talk"

"Come on, you're not going to stay in there and read books all night" Max said. "We came here to have a good time"

"And for me having a good time is staying inside and reading a book" Gwen said as she continued reading her book. Ben really needed to find a way to get her to come with his grandpa, but he knew that she wouldn't move unless he did something. So he took action.

"Hey!" she shouted as ben as he took her book from her.

"You want this back?" Ben said as he held the book up. "Then come with us"

"Come on ben, you're not ten years old anymore" Max said as he took the book from ben. "But I do like the idea that she can't get it until she comes along"

"What?" Gwen asked. "Fine"

"I'd knew you'd come around" Ben said as they walked into the stadium. As they took their seats, both Ben and Grandpa sat down in their seats, and watched the fight as some dude named humungasour got his butt handed to him by the famous wrestler wildbeast. Everyone looked up in amazement, except for Gwen, who was criticizing everyone that was in the ring (I.E That was obviously fake, those were blood packets, seriously, that guy's acting is TERRBIBE!) which was really starting to annoy Ben. But he willingly ignoring her, as he was too busy watching the next wrestler (naming himself lich) attempted to take out wildabeast. This failed, as Wildabeast just picked him up, and hit lich on his knee, taking him out.

"Whoa, Ben, did you see that?" Max said.

"Yeah. It was kinda like knightfall" Ben said. "Hey, grandpa, I need to use the bathroom"

"Okay, but make it quick. Muscle man is going to try and take on Humungasuar next!"

"Is that the guy who keeps taking off his shirt?" Gwen asked as ben left the seat. "Because I'd prefer if he kept it on"

Ben walked out of the seats-but not to go to the bathroom-He went to the van, where there were some extra clothes being stored in that bag he brought. In there he took off his Jacket, and replaced it with a hoodie, along with a ski-mask he found as=t the bottom of a Wal-Mart shelf. He then put gloves over his hand (also found on that trusty self at Wal-Mart) and noticed he was ready. But before he went into the building, he took a second to look at himself in the van's mirror.

_I look like a weird mix of midnighter and Green Arrow. _Ben thought. _Maybe I should call myself Midarrow! Nah, that's stupid._

He walked back into the area, where he stopped to watch the muscle man guy making some sort of wailing noise as they carried him away on a stretcher.

_Okay, that's not good._ Ben thought as he kept on walking. Around here was where he was starting to have second thoughts.

"Okay folks" The announcer said. He reminded Ben of the world tournament announcer in dragon ball z. "Our night is almost over. We have one last computer to try to take on humugasour, and he's a-um-dude. Hey who are you, kid?" Ben knew this is where he was supposed to come up with a name, and he has to come up with a cool one, or else he'll be the laughing stock of the WWE! What should he go with? Four arms? Spider-monkey? Ben was thinking about this so hard that the announcer looked at him, wondering why he wasn't saying anything. But he did notice that cool spider-looking on ben's shirt, and instantly came up with a name.

"Okay, if you don't have a name I will give you a temporary one, okay, because the studio told me I don't get pain if you don't beat someone up" he whispered to ben. But before Ben could reply the announcer shouted into his microphone: "GIVE IT UP FOR THE AMAZING SPIDER-MAN!"

"Wait, what?" Ben said. He was thinking of naming himself cannonball or something that's actually cool. But spider-man? What is he, some silver age superhero?! "Sir, I would like to change my name"

"No time, get in and fight humgasour so that both of us get paid" the announcer said as he pushed ben into the ring.

"Hey, look at that guy" Gwen said from the crowd. Max looked at him and thought for a second about that hoodie. He could have sworn he had seen it before.

"I am going to break you like a twig, little man!" Humangasur said as he tried to smash ben into the ground. Ben just managed to jump out of the way right before this happened, however, much to humugasour's shock. Humungasuar then grabbed ben by the arms, threw him onto the ground and then was able to perform a body slam. Ben at first didn't fight back, thinking that it wasn't going to hurt, which he turned out to be horribly wrong about.

_For something as fake as wrestling, that sure as heck felt real! _Ben thought as humugasur got up. Ben then felt some sort of sense in his head telling him to duck right as he got up. That is because humagasur tried to hit him with a chair.

_Okay new plan-really on that sixth sense from now on. _Ben was smart to do that, as he instantly noticed Humgasur trying to kill him one more, trying to get him in a head lock. Ben knew he couldn't just keep dodging, so right after he avoided the headlock, he attempted to kick him in the chin-and surprisingly, it worked, as humungasuar stumbled. But how was that so? This was the same kid that always had to have some else start the lawnmower for him! How did he mange to hurt this guy?

"I don't know how you did that, little man" Humguasur said. "But I'm going to take you down!" he tried to head butt ben right before ben jumped out of the way, where he landed both of his feet on humungasour's back, knocking him down.

"Hey, that red hood guy is kinda of cool" Gwen said from the crowd. Max just couldn't stop trying to remember where he saw that hoodie when he remembered where he saw it-he paid for it. And he remembered how he gave it to-witch made him realize that that is ben out there.

Humgunasuar tried to get up one more time, prepare to drive one final blow to ben. he did not count for ben's sixth sense, however, thus ben got out of the way, and gave him one last sock to the jaw that knocked him out.

"Three! Two! ONE! Humgasaur is down! Spider-man is the winner!" The announcer said as he held up Ben's hand. Ben couldn't believe what he had just done, nor did he know how he did it, but he didn't care. It was awesome having defeated one of the toughest fighters in the World Series. Max couldn't believe it either, and he needed to talk with Ben.

After Ben got paid his money, he took off the hoodie and ski mask, which he then put into the van. This was when Gwen and his grandpa came out of the area, with his grandpa not looking too happy.

"Oh hey guys" Ben said. He was prepared to talk to them, as he already made an excuse. He was about to say something when his grandpa gave reached into his pocket, and gave Gwen twenty dollars.

"There's a great book store down the road. Buy yourself something you'll enjoy" he said. When Gwen walked off, grandpa max looked back at Ben, with a stern look on his face.

"Ben, I want to know where exactly you have been"

"Well, you see, I kinda got lost, and they kicked me out because they thought I was sneaking in. Weird, isn't it?"

"Almost as weird as you lying to me, Ben" Max said. "I know that was you in that area. Where did you learn how to fight like that? And I'm not going to buy that you learned it from mortal combat"

"Uhhhh-Okay, you really want to know?" ben asked. "It's that spider-exhibit. I was bitten by some sort of mutating spider-thing there and suddenly I can do all of these amazing things-crawl on walls, be warned of danger, have the strength of ten men-"

"Wait-that exhibit that is owned by Norman Osborn?" He asked.

"yeah, why"

"Oh god" Max said. "I thought Norman put them under custody"

"What are you talking about?"

"Ben, there's something you-nor your parents, nor anyone else I know-don't know about"

"What?"

"Ben, that thing that bit you-I made it. I created it"

"What?"

"I was not a plumber, unlike what I told you and Gwen. I instead was an inventor, someone who worked with Norman Osborn"

"But why is that a bad thing?"

"I did some very bad things, ben. Everybody may think that Osborn is a hero, but he's not. All he cares about is profit. While I was working for him, I created these spiders that were supposed to be able to kill humans with one bite, only these could not be treated. I was asked to do so as Norman wanted to sell them off to the highest bidder. And I thought I made so many weapons that it wouldn't be an issue"

"Wait, if you did that, then how-"

"I wasn't able to perfect them. Unlike the nanties I created, they just wouldn't come out the way I wanted. A few years later, after I quit, I had Norman promise me that he would keep them secret. But I guess he didn't follow out on his word, as you got bit by one. But to be honest, I didn't know what one of those could do"

"So the reason I'm a super human now is because you didn't know what those spiders could do?"

"Yes" Max said.

"Huh. So you could have killed me. B the way, can you keep this between the two of us?"

"Ben, I Don't think this was a wise you of your powers. You used them for personal gain"

"So?" Ben asked. "What's wrong with being noticed for once?"

"It's selfish and wrong" Max said as he reached into ben's pocket, taking out the wad of cash had been paid in the wrestling match.

"Hey!" ben shouted as he tried to take it back.

"I am going to donate this money to charity. You don't deserve it"

"What are you talking about?"

"You cheated, Ben. Cheaters don't deserve getting anything"

"That's unfair! First you try to kill me or someone else, now you're taking away my winnings?"

"Winnings you don't deserve!" Grandpa max said. "You have to understand, with great power comes great responsibility!"

"Why are you making this difficult?"

"Because I don't want my grandchild to become a jerk who uses power irresponsibly"

"But this is unfair!"

"Tell that to the guy who got beat by a fifteen year old" Ben started to get so angry, that he said something that he could never take back. Something that slipped.

"I hate you" After this, Ben stormed off mad. Max didn't think much of it, but he did think that what he was doing was for his grandson's own good. But nothing could prepare ben for what was going to happen next.


	3. Regret

Ben kept on walking while trying to cool himself off after what happened last chapter. He was just so pissed at his grandpa for not just telling him that he could have died at any given moment, but also for taking away his prize money for "Cheating". He thought maybe hat the Mr. Smoothie place could cool him down, it always had before. He walked into the café, in which there were very little people. It was late after all.

"How can I help you?" the cashier asked as Ben walked to the counter.

"One small Dragon fruit smoothie, please" Ben said.

"Okay, that will be two dollars" The cashier said as ben reached into his pocket. He did have some money, but not much.

"Uh, I'm about ten cents short" ben said as he pulled out the coins and dollar he had in his pocket.

"Bummer"

"Oh come on, it's not much"

"Listen sir, the manager is very strict about things like this. It doesn't matter how much money you do or don't have, hell fire me if you don't pay full price"

"That's bullcrap!"

"That's what my mother said when I told her I was going to be working here until I'm twenty five. She didn't say crap, though"

"Are you sure you can't make some sort of exception?"

"I'm sorry, but I really need this job, and if the manager finds out that I was willing to let a customer not pay full price, he'll fire me. There's nothing I can do" Ben was really tempted to punch the cashier in the face for this stupidity, but he decided against it. He was about to walk out when someone pushed him out of the way as he came strolling in, coming close to the cashier.

"May I help you?" the cashier said as the guy shoots a gun he pulled out of his jacket and shoots it in the air.

"This is a robbery. Give me everything in the register, and no one gets hurt!" he said as he pointed the gun at the cashier. Ben sat here and watched as this was happening, thinking if he should do something about it. But he thought that it wasn't his problem. He wanted to use those powers of his to become famous, as in TV and acting. He couldn't care less about someone getting robbed at gun point.

"Someone stop him!" The cashier shouted as the thief ran to the door. Ben ignored the cashier, even going as far as opening the door for the thief.

"Thanks kid!" the thief said as he ran out the door, which Ben soon closed afterwords.

"What did you do that for?! You could have stopped him!" the cashier shouted.

"I missed the part where that's my problem" Ben said as he walked out. Everyone in the café was couldn't help but think what of a jerk that kid was as Ben walked down the street. He was thinking of maybe going to the bookstore to look for Gwen, but he didn't do that for two reasons. One: She would tell him off that Grandpa Max was right, and Two: He didn't really want to tell her what was going on with him. He remembers Gwen being a huge tattletale when they were younger, and he preferred it if his parents didn't know that he was able to crawl on walls.

Ben kept on walking, starting to wonder if Grandpa Max was right. Maybe he was being selfish. Maybe he did deserve to get that money taken away. He now started feeling nothing but guilt, He then realized that instead of killing him, the spider-bite gave him those awesome superpowers. And his Grandpa probably never thought he would get bitten by that spider. He decided he was going to apologize for being a jerk, and he was going to ask if his grandfather if he could be forgiven.

Ben stared to walk towards the area where they parked when he noticed something. The RV was gone, and there was a crowd surrounding the place.

"What's going on?" Ben asked.

"Don't come any closer kid, this man has just been shot!" Ben was very worried now. He started to wonder who had been shot. Then he thought, it couldn't be. Not him. He's the kind of guy would fight off the robber, right? Right?

Ben then started pushing everyone else out of the way, trying to see just who had been shot. His heart was pounding. He was hoping he just was paranoid, and everything will turn out okay. Maybe it was just some random dude. But as soon as he got to the front, he realized that he wasn't paranoid-he was right. His grandpa was laying there, having been shot.

"No…it can't be!" Ben shouted. "GRANDPA!"

"Ben… Is that you?" his grandpa asked weakly.

"It's me! Look, I'll get a parametric! They will-"

"No. It's my time"

"No, don't say that! You can't die here, I'm sure you can"

"Ben, I know you don't want me to leave you. But we all have to die someday, and god decided that today was the day for me"

"Grandpa Max, please, don't say that, I-"

"Ben, listen: I know you don't want to lose your grandfather. I know despite what you said, you do care, but you have to accept it. My time has come. Ben just let me know this, let me know that you will do what's right from now on, and use those abilities of yours wisely. With great power, comes great responsibility" Grandpa Max said as ben felt him take his last breath. He then slowly shut his eyes, and turned his head, making ben realized that his grandfather had just passed away. Ben started crying when he released this, putting his head on his grandfather's chest. He couldn't get over the fact that his grandfather, someone who he knew for his whole life is now gone.

Ben continued to cry when he noticed a man talking to two police officers. He was telling them something. Something of Ben's interest.

"So the culprit shot the man and stole not only his wallet, but his keys and his vehicle. Do you know where he was heading?" One of the officers asked.

"Well, I don't know the exact place, but he did drive off in the direction that the Candy Kingdom bakery is located. The car that was stolen was an old beat up RV, with rust and some sort of satellite dish sticking out of the top. It's very hard to miss something like that"

"He must be using the vehicle as a getaway car" the officer said. "Thank you sir, go home and have a good night" Ben thought that this was his chance to redeem himself-his chance to catch the no good thug who just took one of the most important men in Ben's life away from him. He quickly put on a ski mask he had in his pocket and went after the criminal, deciding to put his web shooters to the test. Ben quickly crawled all the way up to a building in which he could get a clear view of the van. He then looked towards both sides of himself, and decided to see if his web shooters really worked.

_Here goes nothing_ Ben thought as he spun a web. It successfully hit a ledge of another building across the street, and ben was ready to start swinging. He was a little bit scared to try this at first, as on one hand he could lose his grip of the web will snap and he could fall on the ground and die. But nothing was going to stop him from catching that crook, so he took the chance anyway. He leapt off the building, and started swinging until the webbing was behind him. He soon shot another one, allowing him to go farther than he could before. He couldn't help but think this was amazing.

"WOO HOO!" He shouted as he kept doing this. After a while of swinging, he managed to spot the RV, which was speeding down an ally way while a few police cars were casing it down the road. The thug was trying everything to get the cops to lose his tail, such as a smoke grenade, spreading motor oil on the road, and even shooting at them. He was amazed by what that old geezer kept in his glove compartment.

"We're gonna need backup!" One of the cops said as he tried shooting the tries of the RV, but missing. "Repeat, backup!" The crook was now driving faster (or as fast as this old heap of Junk would take him) when he heard a loud thud coming from the roof.

"The hell?" The crook asked. Next thing he knew a hand suddenly just punched through the roof attempting to grab him, causing the crook to shoot at celling of the van a few times. Who was the man on the roof? It was Ben, who just managed to catch up with the thug.

"Nice try" Ben dodged all of the bullets. He grabbed a small part of the roof and actually tear it off, throwingit on the side walk as a kid and his dog happened to be walking by.

_Oh, so I have super strength. _Ben thought. _That explains how I was able to knock out Humngasuar so easily._ Ben grabbed the thug by the Jacket when he noticed a wall coming towards them, signaling him that he might want to get off of there. So he grabbed the thug and yanked him out of the seat right before the Rv crashed into the wall. Everyone close by saw what happened, including Gwen. Who was starting to wonder what the heck was going on.

Ben then let go of the crook within an alley, a place that was far away from the crash. The crook was accutally going to thank ben right before ben punched the crook in the face. He crook tried to get up but ben just punched him again, and again and again until the criminal was practically spitting out blood. Ben was about to hit the thg some more when the thug raised his hand, in a "Stop fashion"

"Please, stop! I don't want to die!"

"Well then, maybe I should ask that old man about it. Oh right, you shot him!" Ben said as punched the crook again.

"Please! Stop!"

"NO!" Ben said as he grabbed the crook by his shirt. "You don't understand! That man had a family. Two children that loved him. Two grandkids that looked up to him. And you had to take it all away from him, just because you had to get your hands on some money and you were just too lazy to get a job"

"Please, I'm sorry for what I did!"

"That man did nothing to deserve to die! If you didn't give him a chance, why should I give you a chance?" Ben was about to give one final blow on this guy when a car drove by them, its headlights shining upon the thugs face. Ben was shocked by what he saw on the face of the thug. The crook that shot his grandpa-the one he was beating to a pulp and was going to kill-it was the crook from . The crook that robbed the cash register. The one he could have stopped but he didn't out of pure anger. He let this man get away and it turned around to bite him by killing his grandpa. Ben then realized that he was the reason his grandpa in now dead!

He dropped the man on the ground, took his gloves and Ski mask off and walked away, feeling very guilty.

_It's my fault. It's all my fault. _He thought to himself as he walked out of the alley. When he reached around where the RV crash he saw Gwen sitting on a bench. She was crying while a police officer was trying to cheer her up. Ben knew the Officer had told her what just happened, when he walked up to her.

"You head about it too, huh?" Ben asked as Gwen hugged him and cried into his jacket. He saw the look of sorrow on her face, so he didn't feel like he should tell her that their grandpa's death could have been avoided. All he did was comfort her, thinking about how stupid he was for not catching that criminal.


	4. Learning To Crawl

Ben's parents came and got them as soon as they heard about the news. On the way back home, Ben was looking out the window, thinking about how if he had stopped that robber, he would be driving home with grandpa max, maybe having some kind of fun. He flashed back to some of the memories he and his grandpa shared, such as when he took him and Gwen on a road trip for one entire summer when they were ten. Or on how Max was very supportive to Ben after his first soccer match when he was eleven, even though his team lost. Or when Grandpa Max took him to his first PG-13 rated movie. Just to know that someone he knew for so long was now dead hurt him-especially snice some of his last words to him were "I hate you"

When Ben got home, he didn't say anything to his parents, he didn't eat his dinner, and he just sat in his room, still feeling this guilt. It seemed like nothing was going to make this feeling go away. He got up and walked towards his closet, in order to get out some sort of school project that was due two days away (hoping it would get his mind off what he was feeling) when he opened his closet, a few thing fell down, including a book that landed on Ben's head and fell onto the floor in front of him. He was going to start cleaning up this mess when he noticed what book was in front of him-it was Batman, year one. He started thinking: his grandfather said that with great power came great responsibility. Maybe he was going to use those powers for a noble cause.

Around nighttime when his parents were asleep, he went into the closet downstairs. He opened the winter Box and took out his father's Ski mask, and went upstairs with it. He also took a pair of sunglasses his grandfather had, and used them as lenses of some sort, snice he thought it looked cool. Then, using his web shooters, he went out in order to find whatever crime he could find. And much to his luck, he didn't even have to go that far, because he found a bank that was being robbed very close to where he was.

"Give me the money, and nobody gets hurt!" the thug said as he point a gun at the woman who was working there. As soon as the thug got his money, ben went into the bank in order to stop the thug, and started by kicking down the door while shouting "SPOOOOOONNN!"in order to announce his arrival. **Author's note: if anyone here gets that reference, I love you. **

"Who are you supposed to be?" The thug asked.

"I'm a champion of justice" Ben said. "I'm going to stop you with my power of justice!" Ben said. This was a dumb speech he made up as we went. _God that was corny. Maybe that could be my trade mark._

The criminal laughed upon hearing this, thinking what he heard was one of the dumbest quotes in history.

"What, did I say something funny?" Ben asked.

"That's one of the dumbest things I have ever heard. What are you twelve?"

"Actually I'm a little older than that" Ben said. As he finished saying this his sixth sense-which, by the way, he was now dubbing his "Spider-sense"-to notice the thug was pulling out a gun, so he did the smart thing and used to web shooters to yank the gun out of the thug's hand.

"What the-"

"Yeah, that would be my reaction too" Ben said right before he punched that thug in the jaw. He put the thug into some sort of web cocoon and was ready to walk out when he noticed some flashing lights from outside of the window.

_Oh hey, it's the boys in blue! _Ben thought as he noticed some men get out of the black and white police cars. "Hello officers-"

"Get on the ground!" One of the cops said as he pulled out a gun at Ben.

"Wait, what?" Ben said in Shock. "I'm not a thug"

"I said get down now!"

"Is it the Ski mask? Are you guys maskists?" Ben asked. _That sounded better in my head._

"If you don't get down right now, I'm going to have to-"

_You know what, screw this._ Ben thought as he slung a web at the Street post. He then used it to get way from the cops, who started shooting at him as he left.

About two hours afterword, Ben snuck back into his house. As he threw himself on the bed, he thought about a few things to make sure a predicament like that never happens again.

_Maybe is should get rid of the Ski mask_. Ben thought as he put the mask under his bed. He tried to think of an idea for a costume-maybe one like Batman, or like the Flash, or something among those lines.

However, staying up that late to beat up some thugs wasn't without it's consequences. The next day in school Ben was asleep in math class while the teacher was teaching the class about dimensional analysis. He was just really tired, and it didn't help that math bored him. As he slept, Gwen tried waking him up by gently poking him with her elbow, but he ignored her. He kept going into this slumber until he was woken up by someone smacking her ruler against his desk. As he woke up he saw his Math teacher, looking as angry as ever.

"Am I boring you, Tennyson?" She asked.

"No, I just didn't get that much sleep last night" Ben said, half asleep.

"Really?" she said. "Well, I hope you were studying" She said when she looked at his note book. Instead of seeing how to solve math formulas, she instead saw what looked like some sort of video game character, along with a few torn pages, and imports showing what appeared to be imperfect drawings.

"Where you drawing in my class?"

"What? No, I was studyi-"

"DETENTION! NOW!" she shouted.

While sitting in detention, Ben distracted his mind from how pissed his parents would be after finding out that he got detention for falling asleep and not paying attention in class by drawing some more weird things. What exactly was he drawing? They were ideas for costumes, none of which he liked. He thought about sing some old clothes, but changed his mind as he thought they might be hard to get around in. That and they can be easily torn. He had to think of something.

Turns out as punishment for getting detention, Ben had to clean out the attic. Ben agreed to this thinking he could use this as a way of finding something he could use as a suit. So as he got rid of crap they didn't need, he also looked to something in there he could use. So far, however, It seemed like there was nothing but a bunch of useless junk he used own.

_Geez, how much crap do we have in here?_ Ben thought as he kept looking through the stuff, hoping to find something of merit. It wasn't until after he tripped over his old heelies that he was able to find something, as a box fell on his head and the stuff that were in the box fell right on top of him. As he got them off, he noticed they were two different suits of spandex, one that was red and one that was blue. He wondered why his parents would own such a tacky thing, but he didn't care. He thought he could use it for his benefit.

That night after he finished cleaning the attack, he took those suits into his room along with a sowing kit and a pair of scissors. He took the best drawing he had in his note book as a guide. He cut up the suits to match the design of the doodle, and it wasn't before long he had a really cool red and blue costume. But as he was modeling the suit on his own body, he felt as if it were missing something. It needed something, in the center. Then he thought-if he had the abilities of a spider- maybe that could be beneficial…

That night, a truck was driving down the road, carrying money for the bank. Inside of the truck were a few guards, hired to fight back if someone were to rob the truck. They each were armed with a loaded gun, and were wearing armor if some thugs were to do something crazy. That's exactly what happened, as a few thugs on motor cycles shot out a hook into the doors of the truck, tearing it off the hinges. One of them then jumped into the truck and used some sort of Technology to knock out the guards, and then the driver.

"Benjamin, this is Cooper, I have seized control of the van!" The second thug said in his earpiece.

"Good" The first guy said as the third guy came closer on his motorbike. He was unable to get aboard the truck, however, as something soon stuck to his back, taking him off the motor cycle.

"What was that?" the second thug said as he looked outside. He didn't see anything until someone randomly put his head into view and said "BOO!"

"What the-" the guy said as he was about to pull out a gun. The man made some sort of gesture upon seeing the thug, causing some sort of string to come out of his wrist, taking the gun away from the thug. The man then swung into the van while knocking out the thug, leaving Benjamin to wonder just what the heck was going on back there.

"'Ello 'ello 'ello!" The man said as he came right behind the driver. He shot that strange webbing thing at the break petal, stopping the car. The thug the tried to beat the strange hero, but the hero just knocked him out.

It wasn't before long until the cops arrived. As each one of the cops got out of the car, the chief of the squad could help but look in amazement at what he had just seen. The entire van was stuck in some sort of spider-web, with the criminal trapped in web cocoons like insects. All of the guards aboard the truck were on the ground, unharmed, but also baffled by the great sight.

The chief quickly approached the web, so that he could do his job and get the criminals out of the webbing. As he was preparing to get some of the criminals out of the webbing, however, he noticed a small piece of paper that was attached to one of the crooks. It read:

_Courtesy of your friendly neighborhood spider-man._

"What?" The chief said to himself as he got the thugs down. This was going to be the start of a long career.

**Okay, this has to be my faveorite chapter so far. A lot of effort went into this one, and I think the pay off was excellent. Also, Heelies? Who under the age of 20 is going to get that reference? If you are under twenty and you know what those are, let me know down below in a review! **

**But focusing on some more important matters-I had an idea that needed to happen sooner or later. what is it? I need to introduce a villain! Problem is-I don't know who! Who should I introduce? Charmcaster? Doc Ock? Vilgax? (okay, maybe not Villgax-Maybe I'll save him for a Guardians of The Galaxy/Steven Universe Mash up) Who do you think I should use? Comment below!**


	5. Daydreaming

The next day at school, a lot of things happened. Everyone was talking about the amazing spider-man who stopped five robberies the previous night. The cool dude who smart talked the cops. The amazing dude who managed to stop a criminal wanted in five states. Ben was a bit happy to know that he finally was the popular kid in school. But then he realized that it was more of spider-man who was popular than him, but he didn't care. He kinda liked not being noticed. That way less people would beat him up for lunch money.

Later that day, the teacher announced another field trip to a science exhibit. Everyone moaned, having remembered what happened last time. Ben was also moaning, although the last one turned in his favor.

"Um, Mr. Lockwood, are you sure that is a good idea?" Kylie asked. "Remember last time you took us to a science lab? We had to evacuate because one of the radioactive spiders escaped!" there was no way Ben was going to say what happened to the spider.

"Look, last time was a really big screw up. This time we have a really good scientist leading the project"

"Really?" Ben asked. "Norman Osborn will be there?"

"No, he had a few things come up, so he was unable to attend. Instead we have Otto Octavius" Mr. Lockwood said.

"Isn't he insane?" Kylie asked.

"He has a few screws loose, but regardless he's a great scientist!" everyone moaned because they didn't want to go to someplace with Otto. Ben at least knew he needed to bring his web shooters, you know, just in case there's another evacuation and not everyone makes it out.

Everyone had mixed reactions. Kylie didn't want to go because of what happened the last time they went to a science exhibit. Gwen was really happy to hear they were going to see Otto Octavius, mainly because he's her idol. Ben really couldn't care any less, and he was hoping something would happen, getting him out of there. He could ask his parents not to sign the permission slip, but he knows very well that won't happen.

That night, after stopping a few robbers, Ben snook back into his room. He was taking off the spider-man outfit when he heard some knocking at the door.

"Ben?" his mom asked.

_Oh crap!_ Ben thought. He knew it wouldn't be long before they'll come in, so he took off the gloves, and the mask. He got underneath the bed covers, and slings a book he was supposed to read for history class into his hand.

"Come in" he said. Both of his parents came in and saw his face was all filthy.

"What happened to your face?" his dad asked.

"I fell in some mud" Ben said. They also noticed his arm was bleeding.

"Why is your arm bleeding?" his mom asked. Ben remembered that he fought some muggers as spider-man and one had a knife. He must have cut Ben's arm, but Ben was so busy he just turned around and punched the guy in the face, not noticing that his arm was bleeding. How he got back without noticing small red drops from his arm in anyone's guess.

"I got it caught on some barbwire" he said.

"Oh, do we need to call the doctor?"

"Mom, it's just a cut. It doesn't need stiches" Ben said.

"Are you sure?"

"Yes mom, I'm sure" he said. "Now please, I'm trying to study" His parents left the room, much to his delight.

"That was too close"

On Wednesday the school left for the science exhibit. Once again, Ben had to sit next to Pokémon boy. This time he was prepared though, because he brought his IPod with him, so instead of listening to Pokémon boy, he listened to linkin park.

After what seemed like hours, they soon arrived. As they all got off the bus, Ben went last so he could reload his web shooters, and no one would see him. He slid his sleeves back up when he heard someone call his name.

"Coming" he said. He walked out and saw Kylie walking towards the entrance, much to his sadness that Brock was with her. I don't think we mentioned this in the first chapter, but Ben has had a crush on Kylie for who knows how long. Of course no one knows about it, and if they won't let him watch snow white because she lives with seven dwarfs, there was no way his parents were gonna be okay with him having a girlfriend. Heck, he STILL doesn't know what the heck the birds and the bees are. I don't know if that's a good thing or not. Anyway, they walked in and were greeted by Otto Octavius. He mentioned how his boss was Norman Osborn, and that they were lucky to be there today. He also mentioned that he was going to be the guide.

Ben wasn't sure whether to be scared or relived, because of what he heard about Otto. But since this was with high school, and his parents found and signed the permission slip, he had no choice but to come. If he did, I don't know, because I was homeschooled, so all I know about school are those stereotypes in shows like Kim Possible or Hanna Montana (Not that I like that show).

Anyway, Otto showed the class all of his inventions; most of which were blown up, damaged, or just didn't work right, but Ben wasn't listening. He was too busy looking at Kylie and brock holding hands, wishing he was in brock's place. The thing that snapped him out of it was something cool. Something that looked like a super villain in a comic book would own, which really excited him. They looked like four giant squid arms that were attached to a harness, and ben just thought it was awesome.

"What is that?" Ben asked.

"Well, these are fully functional mechanical arms" Otto said. "I designed them to help me with certain projects that might be a bit hard for myself to handle"

"Like?" Ben asked. Gwen was wondering why Ben was so curious about this. He looked a few minutes earlier like he couldn't care less.

"Well, say something is too dangerous for my human hands to hold it, or that I'm not tall enough to reach it" Otto said as he put on the arms. "These mechanical arms are long enough to reach them for me, or keep something hazardous a good distance away from me"

"But what if they become self-aware and try to kill you?" Ben asked.

"Wow, you must have read many comic books before" Otto said. "I made this chip that lands itself into the back of my neck, so I have full control of the arms. If you love these, you're going to love my next invention" Otto said. He walked a bit, as did the class. After walking for about twenty minutes, Otto showed all of the class a really big device. It was really impressive, and Gwen was really excited by it.

"Class, this is my solar ray" Otto said. "It uses solar power to make special energy used to power this entire structure"

"Huh?" Kylie asked.

"He means the building" Ben said.

"Oh"

"Does it work?" Gwen asked.

"I don't know. I haven't tested it yet, but I'm sure it'll work" Otto said as he turned it on. When he turned it on, Ben's spider sense soon started going off. Ben had a feeling something was going to go wrong, he just knew it. He was right, because the lights started flicking on and off.

"That's not good" Sophie said.

"Please tell me it's like that episode of SpongeBob" Pokémon boy said, mentioning the episode with the hash slinging slasher. Now that my bit of nostalgia is over, ben noticed one of the lights exploded right behind him. Soon three more lights blew up as well. Ben also noticed that the circuit board behind Gwen was also going to explode, so he pushed her out of the way before it did.

"How did you know that was going to explode?" Gwen asked, instead of saying "Thanks for saving me"

"Lucky guess" Ben said, not telling her it was his spider sense that made him aware that she could have been killed. The teacher also was almost killed by a falling support beam (which an explosion caused), causing him to shout to all of her students to get out now. They all start running towards the exit, when Kylie trips. She turns around and sees that the device is now going to explode, which terrified her. She tried to go to the door when a huge piece of debris fell in front of it, blocking her exit.

Outside, everyone is getting on the bus when Ben notices that Kylie wasn't with them. The driver was about to leave when ben told him a student was missing. He said they didn't have time to go get her, so ben got off the bus.

"Ben where are you going?!" Gwen asked.

"Bath room!" he shouted as he ran away. He took off his jacket and tested his web-shooters, and he changed into his costume, and swung in through a window. He went to Kylie, who was scared a bit. Okay, more like terrified.

"Look Kyl-er, mam, I think we need to get out of here" Spider-man said, almost accidently reviling that he knew who she was. He grabbed on to Kylie when Otto grabbed him from the back, and turned him around.

"Why do you want her to miss my greatest creation?" Otto said.

"I've read enough comic books to know that thing is going to blow up any second! I need you to shut it down!"

"I don't think so" Otto said. Spider-man tried to pull the plug with a spider web but Otto hit him with his arms.

"There's no way I'm going to shut down what could be the science industries' greatest creation ever!"

"Who talks like that?" Spider-man asked as he kicked Otto out of the way. Spider man pulled out the plug, but somehow, nothing happened. The device was still going to explode, much to the horror of Kylie. Ben grabbed on to her and slung towards the window. Kylie screamed as Spiderman swang twoards the window and he noticed that Kylie was holding him tight. He thought for a second about how much he was enjoying her holding him so tight. If only she had done this when he was a normal nerd. Wait was there something we were supposed to re-

CRASH! Ben heard as he and Kylie broke out of the window.

"Sir, I badly want to leave! My dad probably thinks I'm going to be with a gir-"

"Shut up or I'll spoil games of thrones for you because I read the books!" The driver shouted.

"No, please! That's the worst type of punishment!" By this point Gwen had started humming the Big Bang Theory theme song out of boredom as the girl next to her was humming "Burn it down" by linkin park (Which is an AWESOME song BTW) when spider-man came down with Kylie.

"You're safe now, alright?" Spider-man said to Kylie. Kylie was about to say something when the entire exserve atroy blew up, much to-well-everyone's shock. Spider-man was about to leave when Kylie stopped him.

"Aren't you going to go back for Otto?"

"I'm afraid there's nothing I can do" Ben said.

"Who are you?" She asked before he could leave.

"You already know who I am" he said. "Your friendly neighborhood spider-man!" he swung away as Kylie watched. At this point ben had taken off the mask and gotten to the web sack his clothes were in.

"Okay, she's safe, now can we leave?" The driver asked.

"Ben's still not here, and it's against the rules to leave without a student on a field trip" Gwen said.

"You got to be kidding me; we are never going to leave!" The driver said in sorrow. Ben came back onto the bus, much to the driver's delight. He didn't even wait for ben to sit down before he started driving. That's how happy he was to leave.

"Okay, get out you stupid kids, I have a 2 Broke Girls marathon I don't want to miss!" the driver said as he got to ben's house. Ben got off, thinking about Kylie holding him tight. He was so deep in thoughts that he didn't notice a lamp post right in front of him. ouch.


	6. Blood On The ER's Floor

After the students left, Norman Osborn came to the sight. He saw the rubble of the exsorbatory, much to his anger. He really wasn't pleased to see the destroyed building.

"Sir, are you alright?"

"I paid two million for that exserveatory! WHAT HAPPENED?!" Norman asked.

"By the looks of it, one of Otto's inventions went haywire and caused an explosion"

"Wait Otto did this?!"

"Yes, and we think that he didn't make it out of the building in time"

"Oh my god, is he still alive?!"

"I think so. If he is, he's buried somewhere under that rubble"

"Well, what are you waiting for? GET DIGGING!" He shouted, knowing that if Otto was still alive, he wouldn't be for long. And a dead employee would ruin his company's reputation. After for what seemed like hours, the men found Otto, and brought his body back to Norman. They couldn't tell if he was still alive or not, worrying Norman. He called a few ambulances.

After words they came and used those shock thingies (I have no idea what their called) to try and revive him. They found out Otto's heart is still beating, but he had been knocked into a coma. So, by Norman's (Loud) request, they took him to a hospital, and Norman walked back into his limo, wondering how the heck he was going to explain what just happen to the press tomorrow.

Meanwhile in high school, even more happened. Ben was putting some stuff in his locker when suddenly he overheard something.

"THAT DAMN HEART BREAKER!" Ben noticed who that voice belonged to, and couldn't help but eavesdrop.

"Look brock, things like this happen all the time. Just ask my sister-"

"HOW COULD SHE DO THIS TO ME?!" He shouted as he punched the guy who was speaking.

"Dude, break ups happen all the time. I'm sure she had a reason for-" Brock didn't wait for the man to finish, and he just punched him. What he said next contained some foul language, so I will not repeat here. Let's just say he got suspended for throwing around some F-Bombs. Oh, and for beating up another student.

Ben couldn't help but wonder why Kylie broke up with brock, and just gave himself a answer in saying she realized how ugly brock was. But then again Brock was sexy and he knew it. Or at least that's what most of the girls said. Ben couldn't care less, and he just pretended he didn't hear anything. He was grabbing a few books for the next class (And removing a prank "You suck" poster) from his locker when Kylie walked up to him. He crumbed up the poster and saw her standing there, wondering what she was doing close to him.

"Hey Ben, I want to tell you something" She said. Ben knew that she wasn't going to say "I broke up with brock because I'm in love with you!" much to his disappointment. But he was still interested in what she had to say.

"Sure, what is it?" Ben asked.

"Well, I recently broke up with brock-"

"I heard"

"You did?"

"Dude, he was cussing up a storm and was so loud people in Japan could hear him" Ben said as he closed his locker and crumbed up the "You suck" poster. He threw it and it hit some guy, who-Guessing by the fact Ben said "Very funny will"-was the guy who threw it.

"So what were you going to tell me?"

"Well, you're the only person I can tell this too" Kylie said. "Please don't laugh"

"Trust me, I won't" ben said.

"Well, the reason I broke up with brock is because I'm in love with someone else" She said. Ben soon thought the person she fell in love with was either Kevin-which would creep him out because that's Gwen's ex-or Harry Osborn, because he's LOADED. Oh, and handsome. And he has a nice six pack. Okay, what's NOT to like about him?

"Why would I laugh?" Ben asked.

"Well, it's who I have a crush on"

"It's Harry, isn't it? His dad's Norman Osborn and every single girl fall all over him-"

"No, it's not him. Or Kevin"

"Then who is it?" Ben asked.

"You're going to think I'm a stupid little girl with a crush"

"When I was ten, I had a crush on the pink power ranger" Ben said, trying to make her feel less stupid about what she was going to say.

"Well, I recently met him, and I don't know how old he is, or what he really looks like" she looked at ben, who was waiting for her to get to the point.

"Well, I have a crush on spider-man" Ben was really shocked by this. So shocked he dropped all of his books and he didn't even notice that the books landed on his foot until she told him. He picked them up and looked at her.

"Wait, what?! Spider-man?!" Ben asked.

"Yeah, he saved my life a little while ago, and he's kinda dreamy"

"Are you sure? This is sounding a lot like sailor moon's crush on tuxedo mask" Ben said. You might have to watch sailor moon to understand what I mean.

"I'm not sure, but I bet he's a really nice guy" She said. The bell rang and he walked into his class.

Back at the hospital where Otto Octavius is being examined, Norman Osborn walked in, demanding to know how Otto is. The doctor came in with some X-rays.

"Well, he didn't suffer any brain damage, but look at these X-Rays" they saw the X-Rays, which showed something that looked like it was bonded with Otto's spine.

"As you can see, the explosion caused Otto's mechanical arms to become fused to his skeleton, so we can't take them off"

"I don't care! Do you know how much crap I'd be in if this slipped out to the news?! Get that thing off him!"

"It might require some surgery" one of the doctors said. "It won't be cheap-"

"I'll pay for it. Just make sure those things get off him" Norman said as he walked out.

"Harley, get the chain saw" someone said. "This thing's not going to come off without a fight" They started trying to cut away the arms when the arms reactive and hit the guy with the chain saw across the room. The arms started attacking everyone in sight, much to Harley's shock. There was a lot of screaming and blood involved, but the security guard outside of the room didn't notice (Because he was too busy reading playboy magazine) until he heard the door opening.

"I'm reading it for the articles, I swear!" The guard said before the arms knocked him out, so he couldn't tell anyone.


	7. Unwanted Guests

Ben still couldn't shake off what Kylie said. He had mixed feelings about it. He was glad that the girl of his dreams finally likes him, but she likes spider-man. He had no idea what to do. Should he tell her that he's spider-man? He thought not because he didn't want her to get killed (Or worse) like the girl in the dark knight.

No matter what he tried, he could stop thinking about it. The thing that brought him back to the present was that his spider sense reminded him that THERE WAS A BULLET COMING TWOARDS HIS HEAD! He jumped out of the way, and dodged all of the other bullets.

"Quit goin' to wonderland, spider!" The guy with the gun said. Ben just remembered he was in the middle of stopping a robbery, and that he had already taken out the gun guy's friends. The gun guy kept shooting at him, until he webbed the barrel of the gun. The guy threw the gun when ben suddenly heard "Wastelands" By linkin park. He picked up the phone (Where he was hiding it, don't ask) and asked "hello?"

"Ben, where are you? Your cousin Gwen's coming for dinner!" Ben's mom said. I would refer to them by their names, but I forgot what they were. Can you help me with that?

Anyway, Ben was so busy fighting this thug that he forgot Gwen's family was going to stay for two days while their house get fumigated after a nasty cockroach infection.

"Um, I'm at the store, buying some eggs" Ben said.

"Wait, don't we have-"

"Gotta go, bye!" he hung up the phone, and webbed the crook to the wall.

"Thanks to you, I need to make a quick trip to food lion" Ben said as he stuck a "Your friendly neighborhood spider-man" note on the webbing.

Meanwhile, Norman Osborn is working on some plans for a device with another one of his scientists when he got a phone call.

"Smythe, I'm going to have to call you back" he hung up the current call, and answered the next call.

"Mr. Osborn!" it was the doctor from last chapter.

"Can it wait? I'm in the middle of something important!"

"Sir, Otto's gone!"

"What?!"

"He's not in here! The only way he could have escaped was the window! And we're five stories up!"

"IMPOSSIBLE! FIND HIM!" Norman said. He hung up the phone, and was angry, knowing that now he had to explain that to the press, and just after he explained the laboratory that blew up in chapter five.

Ben walked in the house with the eggs and saw Gwen's side of the family all sitting down, and by the looks of things, they were waiting for him.

"Where have you been?" Gwen's dad asked. If you thought Gwen acted like a third parent, then you'll think that Gwen's parents are like his fourth and fifth. In fact, their WORSE than his real parents.

"I went to food loin to get some Eggs" Ben said, holding a food loin bag. Gwen's mom rolled her eyes, and ben wasn't too pleased with it. He knew that now he'll have a harder time sneaking out while his aunt and uncle are in the house. NO WAY is he going to tell them he's spider-man. That is, if they don't force the information out of him first.

"Where are mom and dad?"

"They need to take care of Grandma Lynda, and they thought you could stay with us until they get back" Gwen said. Ben's parents are so overprotective; they STILL won't let him be left at home alone. Heck, my parents left me home alone when I was ELEVEN. And my mom was (Somewhat) over protective! Usually, Ben waits for them to fall asleep so he can go beat up some criminals. But Gwen likes to stay up later than he did, so that was a problem.

"Hey, ben, do you mind if I turn on the radio?" Gwen asked.

"Sure, just don't change it to "talk dirty"

"Why would I?" she asked. She turned on the radio, and noticed instead of some sort of blue grass station (Which Gwen would suspect) it was a rock station where the song playing had someone screaming "THIEVES AND HYPOCRITES!" Ben changed the station, calming his friend changed it there.

_This is gonna suck._ He thought.

…

Somewhere far away from Oscorp and from Ben, in an abandon factory, Otto walked in with his mechanical arms, and with an Evil smile.

"You're a crackpot, Otto; you suck at science, Otto, your goal of being the greatest inventor ever is just a bunch of bullcrap, Otto" he was saying to himself. You have to wonder just what the heck that expulsion did to him. "Well, I'm going to prove them wrong!" he got up and looked at his mechanical arms.

"Your right, I bet after what happened involving the observatory Osborn will cut my funding. But I still need the money for the project" Otto has now truly lost his mind due to the explosion. The explosion also caused the arms to develop a mind of their own, because that chip that kept them under Otto's control was now fried.

"The banks? I guess we can hit a few tomorrow" Otto said with an evil smirk.

…

For Ben, that night was miserable. First, someone deleted the newest episode of The Tonight Show off the DVR, which upset Ben. Gwen said she found it on the DVR and deleted it because Jimmy Fallon could be inappropriate sometimes. That's true, but DAMN is he funny.

Second, Ben's aunt made him a meatloaf, and boy, does he HATE her meatloaf. He had a feeling she would make that, so he hid some food under his bed, and just said he was tired after eating just a bite.

Then he found out that Gwen found the food and threw it out. He looked closer was glad his linkin park and green day CDs were still there, but now he was hungry, and bored out of his mind.

"I'd rather be cut on the arm by some sort of criminal than have this happen" Ben said as he laid on his bed.

That's when the thing he really hated about Gwen staying there happened: he noticed an air mattress right next to him. That meant glen slept in the same room as him.

"God hates me, doesn't he?" Ben said to himself. That night, when he was sure that Gwen was asleep, he slowly opened the window and got out. I mean, he want to stop at least one robbery, right? So he went out, changed into his spider-man costume, stopped a few people from mugging a group of high school girls who were out too late, had one of the high school girls flirt with him, swung away, stopped a jewel heist, and then went back home. He slowly walked back up the wall slowly, saw the window was still open, and then he snuck back in.

_Okay, that worked better than expected. _Ben thought as he took off the mask. _I was out there for thirty minutes and I bet no one even noticed I was-_ suddenly, a bright light shined through his eyes, and ben had no idea where the heck it was coming from. He leaned a bit to the right and saw Gwen, holding a flash light, and a glass of water.

"Aw crap" Ben said as he saw her.


	8. A Former Secret

"Gwen, this isn't what it looks like" Ben said. He had no idea what Gwen got up for, or how she noticed him, all she noticed was he was in deep, because Gwen just found out he was spider-man.

"It looks like you snuck out while I was sleeping to pull some sort of prank" Gwen said.

"Okay, this is exactly what it looks like" Ben said. "Why are you up so late?"

"Does it matter?" Gwen asked. "Is there something you are hiding from me?"

"No, no way" ben lied. "This was a prank I pulled on my friend Jackson. Boy, you should have seen the look on his face"

"You'd suck at poker" Gwen said. Ben knew that he wasn't fooling her because of what she just said.

"Okay, I wanted to go for a jog while wearing this neat onesie I bought at Walmart" Ben said.

"Even you don't believe that" Gwen said. Ben was quickly running out of excuses, and had no idea what to do.

"To me, it seems like you might be hiding something" Gwen said.

"Okay, since I ran out of excuses-" ben said as he took off his boots. He walked on the ceiling, and Gwen dropped the water glass she was hold upon seeing this.

"You're spider-man?!"

"Well, I'm not captain America" Ben said as he jumped down. "And I'm not Thor"

"But how?!"

"Remember when I said I was bit by one of the spiders grandpa max worked on?"

"And he said you might die?"

"Yeah, this kinda happened instead" ben said.

"So you became spider-man after that spider-bite?"

"Yeah, I just didn't tell anyone Spider-Man existed until grandpa max died" Ben said.

"Wow"

"Look Gwen, if there's something learned from reading a lot of batman comic books is that no one can know about this, got it?"

"So tell no one?"

"Yep" Ben said. Gwen just went back to sleep and Ben did the same.

…

When ben woke up, he had learned some interesting news: three banks were robbed yesterday. Who did it, no one knew, but for some reason the article claimed it might have been spider-man. Ben thought the story was a load of crap, and he shut off the article as his uncle walked in.

"Hey Ben, we need to go to the bank with your parents"

"Can't I stay here with Gwen?" ben asked.

"No, she's coming too" his uncle said. Ben sighed, but he knew he had no choice. So he went with them, much to his dismay. He just drew some more things in his note book, like ideas for poses, and some batman villains in the car, and when they stopped he hid the spider-man drawings under his seat, and he walked out of the car.

For Ben, this was the most boring thing ever. He'd rather have to go to school then be where he is right now, and that's saying a lot, because he freaking hates school. He'd rather be fighting a bunch of armed robbers than be where he is now. He looked at Gwen, who was talking on the phone to her friend Julie about who in one direction they want to make out with more. Ben tried his hardest to not listen. But he thought about it, and how awesome it'd be for Kylie to kiss him while he was in the spider-man costume.

He was deep in these thoughts, and the only thing snapping him out of it was his spider sense warning him about something. He turned around and saw a taxi flying towards the bank.

"GET DOWN!" Ben shouted as he grabbed Gwen. Gwen was about to yell at him when she heard the noise of glass shattering. Every one ran and the bank tellers ducked in fear as the car hit the wall behind them. Ben tried to go see who the heck just busted in, and he sees a man in a trechcoat standing right there.

"Is that Otto?" Gwen asked. He walked in and saw the guy guarding the vault, who was trembling in fear.

"Open the vault" Otto said.

"No" the guard said. "it's against my rules!"

"Okay then" Otto said as he used one of his mechanical arms to knock out the guard. He then had all four of them try to rip off the vault door.

"Ben Tennyson, where do you think you going?!" Ben's aunt asked as ben ran towards the door.

"To the bathroom" ben said.

"His parents should do something about his Blatter problems" ben went behind the building, and changed into his spider-man costume. He came back in on a web, and landed right behind Otto.

"Hey, doc ock, I'm not sure your supposed to be touching that" Spider-man said.

"Doc ock. I like that name" Otto said as he knocked spider-man away. Spiderman tried to web down his arms, but they just managed to break free from the webbing. Spider-man had a bit of a though fight, but he saw an upside to this: He finally got to fight a super villain! Mam did he feel like a super hero. Now all he need was for Kylie to kiss him and-

"Get out of my way!" Otto said as he threw a desk at Spider-man; bring him back to his senses.

"Come on Gwen, let's get out of here!" Gwen's father (I'm going to call him Jase from now on) said. Gwen stared back at the fight, hoping that ben would be alright. Ben kept fighting Otto until Otto grabbed his throat.

"You're really getting on my nerves" Otto said.

"If I had a nickel for every time someone said that to me" spider-man said. Otto was a bit of a challenge, but spider-man didn't give up. He kept fighting, even to it going outside.

"Get out of my way!" Otto said as he threw a truck at spider-man.

"I don't think so" Spider-man said as he webbed the sides of the truck to the two buildings right next to it.

"Hey, where are you going?!" Spider-man asked as he saw Otto get away.

"I got what I wanted, and I don't need to be here anymore" Otto said. "And here's a parting gift" Otto grabbed a truck and threw it at spider-man, who saw he was going to crush a little girl. He went to go save the girl, and when he did, he asked her if she's alright.

"Yes I am, Mr. Spider-man" she said.

"Good" Spider-man said.

"You're really nice. I bet that's why my sister likes you so much"

"Really? Who's your sister? Is she hot?"

"Mia, what are you doing here?" her sister said as she came to the little girl.

"I was going to get hit by a truck but Mr. Spider-man saved me" she said. Spider-man looked at her sister, and noticed something-her sister was Kylie!

"Thanks for saving my sister" She said.

"No problem" Spider-man said. he swung away from that, finding it interesting that he happened to run into Kylie again. His phone suddenly rang, and he answered it.

"Hello?"

"Ben, where the heck are you?! We need to leave right now!" Jase said on the other end.

"Uh, I'm not too far away" ben lied, while he was looking for their car. "Look, I'm coming, so don't worry" ben said as he hung up. Ben put his normal clothes back on, and walked to the car. He knew Doc Ock was going to be back, but where and when was still a mystery.

Ben sat down, watched some of a TV broadcast of "The dark knight" and went to bed. He kept thinking on how his uncle and aunt most likely will find out, and Gwen had already found out. If that happened, he'd had no idea what to do. Why he started thinking about this, don't ask me. To keep his mind off this, he turned on the radio, which happened to be playing "Why don't you get a job?" by the offspring.

"I love this song!" ben said as he turned it up. Why I chose this song instead of all of the other songs I know, I can't get it out of my head.


	9. We Meet Agian

The next few days were a pain for ben. He had to fight crime while his aunt and uncle were trying to deposit something at the bank, go grocery shopping or if they got drunk or something. If he and Gwen were home alone, if she saw he wasn't there, she knew where he was.

In the morning, Ben had a day he had been waiting for. They day his Uncle and aunt ended up leaving. His parents pulled up on the drive way, he felt relief, knowing that he soon could have no trouble leaving to go fight crime because his parents were oblivious.

"Thanks for watching our little boy for us" Ben's mom said.

"Mom, I'm sixteen" Ben said. "I could have stayed home by myse-"

"We were honored to" Gwen's mom (You give her a name, and I'll pick one out) said. Ben just felt relief as Gwen's parents put all of the luggage in their car. Gwen walked out and looked at ben.

"Don't worry, your secret's safe with me" she said as she put out her pinkie.

"A pinkie promise? Aren't we a little old for that?"

"Come on" Gwen said. Ben rolled his eyes and accepted, and they made a pinkie promise. Gwen waved goodbye as she got into the car, and Ben went back inside.

…

At Oscorp, Norman Osborn is really unhappy about the advents of last chapter. After reading about Doc ock's fight with spider-man last chapter in a newspaper, he screaming as he throws a new paper across the table he was sitting at. He grabs his phone and dials a number.

"Hello?" Otto asked on the other end.

"Otto, what the hell was that?! Your robbing banks with my tech!" Norman shouted the other line.

"It's not your tech. I designed it"

"You work for me and you designed it! Therefore, anything you made or anything you think I automatically own!"

"Well, here's a news flash: I don't work for you anymore, Osborn"

"Huh?!"

"Ever since that explosion I realized something: I don't need you or anybody else. Not you, not Obama, not anyone" Otto said.

"Are you mentally challenged?!"

"No. I'm just smarter than you could ever be" Otto said as he hung up. Norman threw his phone across the room in anger, and screamed.

"I'M RUINED!" Norman shouted.

…

Otto struck three more banks in the last three days. Everyone had been making news broadcasts, podcasts, and even blog posts about his robberies.

Ben was in his room doing his homework when the police radio he had on told him that there was another robbery taking place. So while his parents were watching a newscast about the robberies, ben snook out and did his spider-man thing.

_Strange._ Ben thought as he was swing to the place the robbery was taking place. _This is the fourth robbery this week! Some guy must need money, bad!_

About two minutes later, spider-man arrives at the bank that was being robbed and saw Sherif stone was there again.

"oh great" Spider-man said as he landed on stone's car. "Officer, I have this handled"

"Get the hell of my car" Stone said.

"Okay, okay, sigh. I've got that criminal. So you might want to sit back and enjoy me kick butt, and then take him to jail or whatnot"

"Sit back and watch you-are you mocking me?!"

"50/50" Spider-man said as he swing into the bank.

"Just because my daughters are fans of yours doesn't mean I won't forget this!" ben was now confused by this, but he didn't question it. He kept his eye on the prize. I've always wanted to say-er, type that.

"Okay sir, I'm sure that you aren't allowed to do that" Spider-man said as he saw someone in a trench coat in the bank.

"Not you again" the man said as he turned around.

"Oh hey, what a quinkidink!" Ben said, quoting Lily from Hanna Montana, which in no way I like. "Doc Ock. Found any annoying little yellow sponges recently?"

"You're really pissing me off right now" Doc ock said as he tried to impale Spider-man with a blade that came out of his arm.

"If I had a dollar for every time someone said that to me: I'd be pretty freakin' rich" Ben said as he dodged.

"Won

"Will you let me kill you?!" Otto said in rage.

"Nope!" Spider-man said before making a woody woodpecker laugh. He tried fighting Doc Ock, but the fight didn't turn out in his favor. He got thrown into a few desks, through a window, and landed on Stone's car. Doc ock came out the bank with a huge amount of money in his arms, and gave the cops some specific directions: Stay out of his way, or the entire city was going to be destroyed. After saying that, he left.

"Oh man" ben said as he jumped off the car. "Oh, uh, sorry about your car"

"If you say one more word to me, I'm gonna do something that might land me in prison. Got that?" Stone said. Yes, that's his official name now.

"Whatever" Spider-man said as he swung away.

"okay, so what he said there was like a "I'll be back" type message. Makes sense I guess" Ben said. "Now that I think about it, it does seem like he's building something. I don't know what though" Ben tried thinking about this for a while when he heard the song "the walker" he picked up the phone and saw that his friend Jackson was calling.

"Hello?" Ben asked.

"Hey ben, I just want to know, me and my friend were having an argument over which anime character was hotter. Lucy or nam-hello?" Ben hung up because he couldn't really care less. He cared more about what Otto is planning. What could he be building? Then it hit him.

"He's rebuilding the—the—what was it called? Did he even say? The, uh thing from when I saved Kylie from the building that was going to blow up!" Ben said. "Now, where do I find him?"


	10. Spider-man VS Doc Ock

In an abandon warehouse somewhere in queens, Otto is building his device. Opened crates from Japan, China, Russia, the UK and even North Korea are all piled up behind him, opened, and some were smashed.

"It took a few days, but I've done it" Otto said as walked away from the project. "After countless hours, I have rebuilt my master piece. Soon the world will know my power, and how great I am!"

"Funny, you're starting to sound like a Saturday morning cartoon villain" Spider-man said. Otto turned around and saw spider-man standing there, eating a hot dog.

"HOW DID YOU FIND ME?!"

"Simple: you suck at hiding. I was thinking, and thanks to my awesome mind (And a quick google search) I found out that you made several inventions in this warehouse before it was abandon. So I found you here"

"For someone so irritating, you're really smart"

"Thank you. Now I have to kick your butt and stop you from making that thingamajig that could probably destroy the entire state of new York"

"What makes you think that?" Otto said with a smirk.

"Because your last invention destroyed an entire building. And since this one's bigger it might-" Ben couldn't finish as one of Doc Ock's arms slammed him into a wall.

"Okay, when I first saw them, I thought they were freaking cool" Ben said as he got up. "But know that I know them, I want to smash them with a crowbar"

"Not very funny spider-man" Otto said as his arms tried to grab him. he jumped out of the way and luckily wasn't crushed by any of the falling debris.

"Wow, your already destroying most of the building!"

"SHUT. UP!" Otto said as he threw an empty crate at spider-man. He jumped out of the way and made the crate smash against the wall.

"One question: how the heck did you get this stuff so fast?" Spider-man asked as he jumped out of the way of anther box. "I mean, this stuff seems imported from Europe. And this happened to you three weeks ago! It should have taken a lot longer get here"

"Don't you have anyone else to piss off?"

"Not until my parents get home" ben sarcastically said. Otto started up the machine as his arm threw things at spider-man. The arms soon ran out of things to throw at him, and spider-man squatted down.

"You're too late spider-man" Dock Ock said as he turned around. "My nuclear device has started. Soon everyone shall know how great Otto Octavius is!"

"And the award for most super villain clichés in two sentences goes to Otto Octavius!" Ben said tauntingly. Is that a word? My spell check says so.

"You've mocked me for that last time bug!"

"If you really are that smart, then you should know that spiders aren't bugs, their arachnids. Along with scorpions, and the-"

"SHUT. UP!" Otto said as one of his arms grabbed spider-man's neck. "Now I shall end you!"

"Four"

"Huh?"

"Four clichés. I'm counting them now"

"You really piss me off" Otto said as another one of his arms had a blade shot out of it's claw.

"Wha? No way" Ben said in a very sarcastic tone. Ben dodged the blade and managed to get himself out of Otto's grip.

"I'm really getting a déjà vu moment here" Ben said, referring to the fight. Yeah, this was me noticing how similar this was to the fight from last chapter. Soon Ben noticed everything around him starting to move around him. Although, it seems like they were all moving like someone was using the force to pick them up. ben looked up and saw they were being sucked into the device. He then heard noises like a building being ripped apart. He turned around and bits of buildings getting sucked into the deivce, along with everything inside of them. Including people.

"My god, this is like revenger of the fallen" Ben said. if you don't know what I'm talking about, Transformers revenge of the fallen has one scene where in Egypt the Autobots encounter a combiner named devastator, who had the ability to suck up anything is it's path. That is what he's referring to. Now you know, and knowing is half the battle! G. ! Sorry, couldn't resist.

"Otto, you have to shut that device down!"

"Why?"

"If you don't, millions of people will die!" Spider-man said. "One"

"Listen, I am not going to shut off my greatest invention ever. There's nothing you can do to stop me!"

"five clichés" Spider-man said. He tried to smashing the machine with a crowbar but Otto grabbed him before he could.

"You runt. No matter how hard you try, you can't stop me"

"Six" Ben said right before he webbed Otto's glasses. Okay, I'm going to stop with that joke. He then webbed Otto's feet as Otto tried to get the webbing off.

"Okay how do I stop this thing?" Ben asked. He opened the key board and saw a bunch of circuitry, none of which he could figure how to sabotage. He saw a piece of debris fly by him, and he got an idea. He slings a web at the debris and he threw it at the device, smashing it. Soon the device started to self-destruct so ben did what he had too. He saved Otto from getting killed by freeing him from the webbing, and by taking him out of the building before it blew up.

"Are you alright Otto?" Ben asked. He saw Otto was passed out, so he assumed Otto passed out from all of the excitement. He pulled out his phone and dialed 911.

"Hello? I need the police to come by 123 main street, by the empire state building. I have a criminal I need them to arrest" ben said, trying to sound like Aquaman. Soon the cops came and were ready to arrest Otto. They pointed their guns and saw Otto webbed to the building with a note that read:

_Your friendly neighborhood spider-man._

This made sheriff stone really mad.

"Are you okay sir?"

"Just get him in the car" Sherif Stone said.

**okay guys, I recently came up with a new idea for the fanfic: More cartoon network characters! Like the powerpuff girls, totally spies, Jonny test, Generator Rex, ect. and I might introduce them as villains or other superheroes (Like if I want iron man to appear in one chapter) what do you think? and what shows would you like me to use?**


	11. Movie Magic

The next few days were not fun for ben. Why? Well, first he missed three classes in school one day. He said it was because he was really running late, when really he was stopping a man who dressed like (and looked like) a vulture from stealing the contains of an armored truck. He had no idea what the vulture wanted with them, but he thought it would either make him a knockout, or it'll reduce his nose to normal human size. He couldn't' tell which one it was.

Then he was going to the movies with Kylie to go see Alexander and the terrible, horrible, no good very bad day, but he missed the movie because he tried to stop a guy from stealing one of his grandpa's inventions. This made Kylie very mad, and made ben feel upset.

He was hoping now that spring break was here he wouldn't have to worry about much. But now his parents are taking him, Gwen, and Kylie to a movie studio set, which he wasn't really happy about. The funny thing about this was that they asked him if he wanted to go. He said no, but they made him go anyway. And trust me, that was so unfair. I should know; it has happened to me many times.

So they go to the movie studio, and while everyone else was enjoying it, ben really didn't want to be there. He kept ignoring the tour guide when he was talking to him, he was yawning at a Claymation test, and he pulled out his phone and played angry birds when they were talking about the movie "The Princess Bride" (Which is a movie I HATE.)

"Come on Ben, aren't you enjoying this?" His mom asked, half way through the tour.

"Nope"

"Hey, do you want to go to the next studio?" His dad asked.

"Unless their filming man of steel 2 there, not really" Ben said.

"Oh come on, there must be something you're enjoying about this" Kylie said.

"Well there is one thing" ben muttered, referring to Kylie being there with him.

"What?"

"Oh, ummm, I'll get to meet some sort of actor who worked on one of the animated DC comic movies!"

After a little while, ben became as bored as heck. He really didn't want to be there, and he can't leave his parents wasted their money on this trip. He'd rather stay home and watch beware the batman, but his parents just had to bring him. So basically he's me right now.

Soon they went and met someone who was working at the special effects department at the movie studio. He looked a bit like Spock, and was making a CGI model of an explosion as the tour guide walked in.

"This is Quintin beck. If we need a stuntman, CGI, or some sort of effect he's your man"

"Oh, hello" Quintin said. "Are these the next tour?"

"Yes. Can you show them the process of special effects?"

"Certainly" they walk into another room with a bunch of computers and props surrounding the place. Ben still didn't care, seeing as how none of the props were Batarangs, a glowing green rock or a two headed coin Ben really wasn't interested.

"You see, special effects can result in pretty cool looking movie scenes. Things like smoke, long jumps, explosions, and even giant robots are special effects" Quintin said as he led the family to a computer. "Have any of you seen the movie transformers?"

"Most of us have" Gwen said, looking at ben. Ben has seen that movie before (several times acutely) but he didn't say anything because his parents wouldn't really be happy if he did. He looked at Kylie who was recording everything on her phone. At least she was enjoying this.

"Well, you remember that scene with the scorpion transformer when he attacked the humans in the desert?"

"Yes" Kylie said.

"Well, the fun fact about that scene was that the scorpion was the only CGI in that entire scene. Everything else (Including the explosions) was real!"

"Really?" Ben asked, trying to sound interested.

"Yes. They were carefully timed sand bombs, which certainly must have encouraged the actors to run like hell—the looks of fear on their faces are 100% genuine"

"Really? Cool!" Kylie said.

"So, what kind of movies do you kids like?"

"I just love romantic movies" Gwen said. "Including the fault in our stars. I took my cousin to see it"

"It was boring" Ben said.

"What about you?"

"I like movies like anchorman, Spaceballs, and Monty Python and the holy grail"

"So you like comedies. What about you kid?"

"If the movie contains blood, guns, babes in bikinis, at least one F-Bomb, I'm interested" Ben said. His parents gave him a very stern look. "I'm kidding!" yeah, except for the bikini part he wasn't joking.

"Okay then, let's keep going" Ben's mom walked in front of Quintin Beck, who took her wallet. Ben noticed this, but he kept quiet. Soon Ben came into another room, and he wasn't pleased.

"This is where we make some of the CGI for movies such as Avatar, Iron Man, Transformers and many more"

"That's really cool" Ben's dad (Let's give him a name: Justin) said. Quintin soon pickpocketed Justin, and put the latter's wallet in his pocket. This time Kylie saw it and she was still recording it. So after quite as a few sights, Ben walked towards the exit as Kylie stopped him.

"Hey ben, can I show you something?"

"Sure. What is it?"

"This" Kylie showed ben the footage of Quintin beck pickpocketing his dad. And some other people, but ben didn't care.

"Oh my god. Have you shown this to anyone?!"

"Not yet, I haven't run into a security guard yet. But if I do, I'll tell him"

"There's you chance" Ben said as he pointed to a guy at the exit. Kylie walked towards him as ben looked at her. Quintin happened to be around when Kylie told on him, so he overheard everything. So the guard saw this and stormed into Beck's office and saw all of the stolen wallets, which were stashed in his closet.

Ben had no ideas what happened afterwards, because he left with his family. But he assumed that Quintin got fired, which was good enough for him.

"So, did you guys enjoy the movie studio?" Ben's mom (Let's give her a name: Margret) said.

"somewhat" ben said. He thought it was as boring as heck. He would love to see how they made Cristian bale look like he smashed a van just by jumping on it in the dark knight than knowing how they made some crappy Claymation gorilla in the 1930s.

"I did!" Kylie said.

"I guess there's something I liked about it" Ben muttered.

"Really?" Kylie asked. "What was it?"

"Do you have ears like a bat? Regardless, I liked that Claymation thing they did" ben lied, because he wasn't about to admit to kylie that he likes her.

…

After that little situation, Quintin beck got fired, and soon lost everything. His big mansion: Taken by the bank because he couldn't pay the mortgage. His money: he had to keep buying food and water, resulting in what just happened in the sentence before. A new job: He tried becoming an actor, but everything he tried out for he didn't get the part for. The reason was because he didn't audition for Spock, and no one wants to see him as a power ranger.

He now lives in a trailer park with some annoying rednecks living he ever hears are the sounds of gunshots and people skinning deer. As for the place itself, The place was really small, and the only furniture was a TV (with really terrible reception) and a plastic chair.

"I can't believe this" he said. "My life went from heaven to hell instantly!" he tried to change

"All I wanted was some more cash. Now I don't have a job, I'm eating random scraps from those rednecks next door, and I'm stuck in this hellhole of a home. There's got to be a way to salvage!" Quintin thought he could become a superhero and right the wrongs he did in his life. This didn't work because the city already had a superhero: Spider-man.

"Okay, maybe there's something else I can do" Quintin said to himself. He then looked at the papers he had a noticed that Kylie was in the background of an image of spider-man.

"HER!" Quintin threw a knife at the picture. "BECAUSE OF HER I LOST EVERYTHING!" he noticed on the TV that there was a really poor quality episode of Scooby doo on. In it there was a villain named space Kook who pretended to be an alien. This gave Quinton an idea. He could use his knowledge of special effects to make himself look like a supervillain-and his first target: Kylie stone!

…

Ben was reading a batman comic book while thinking about something: Kylie. Kylie had said she had a crush on spider-man, and ben almost let his crush on her slip twice. He was wondering if he should tell her or not that he's in love with her. I mean, she didn't live too far away from him so he could easily go up and tell her. But he has never met her parents so he doesn't know if he told her in front of her dad if her dad would be accepting, or he would snap ben's neck.

He could tell her at school, but what if she didn't like him back? What if she just laughs? What if the whole school laughs?! Okay, ben was overthinking this. He opened his sketch pad and saw a drawing of Kylie in a wedding dress, and he thought she looked beautiful. He never told anyone about this, and he just hid it when he heard his parents marching up.

"Ben, is everything alright? You've been really quiet" Margret asked.

"Yes mom" ben said. She left the room, and ben just focused on what was going to happen next in the comic book he was reading.

…

In Kylie's house, Kyile gets out of the shower and dries her hair while singing "hotel California". After using the hairdryer goes into her room. she puts on some clothes, not noticing Quintin is in the tree in front of her house. And before you ask, no, he's not some sort of creepy pervert interested in a girl half his age, he is trying to make sure he wasn't going to break into the wrong house. Again.

"That's her alright" He said as he saw several people complaining to the cops about a break in. "Time for Mysterio to make an entrance"

Kylie was just about ready to go to Ben's house for dinner. She was about to walk out when she saw some sort of smoke come into her room.

"Huh?" she saw some sort of figure come into her room. He was a bit beefy, wore a cape, and had a glass dome for a head.

Downstairs, Kylie's father is talking on the phone about the recent break ins.

"Look, I know they were on my street-the reason I didn't send the squad wad because I didn't know about it- it happened when I went to pick up my daughter form school!-yes, I'll look into it-I SAID I'LL LOOK INTO IT, DAMMIT!" he shouted on the phone. Mia walks up to him with some paper dolls she made, hoping to impress her dad.

"Look at what I made daddy!" she said as she held them up.

"Not right now sweetie, daddy's busy" he said as he put his hand on the phone. "Hey, show Kylie, I'd bet she'd love it" Mia walked up stairs and tried to go into Kylie's room, but the door was locked.

"Kylie, can i come in?" She asked. she didn't hear kylie respond, but she heard something else instead: She heard a scream. this really frightened her. She ran down the stairs shouting "DADDY!" in order to tell him about what she had heard.

"Okay, bye" her father said as he hung up the phone. "Moron"

"Daddy!"

"Mia, what is it? Daddy has to go to a very important-"

"Kylie was screaming, and when I tried to open the door it was locked!"

"HUH?!" her dad said as he grabbed a gun. "Why was she screaming?"

"I don't know daddy!" the dad (Now really concerned) ran upstairs and tried to open the door, but (once again) it was locked. So he did the proper thing and busted down the door, movie cop style. He pointed his gun to see that whoever was in there had left, and he had taken Kylie with him.

"Crap" Her father said as he pulled out his walkie talkie. "This is sheriff stone to all units, my daughter has been kidnapped, repeat, my daughter's been kidnapped! All units, mobilize!"


	12. Funhouse

Ben was still sitting in his room thinking about his feelings towards Kylie. He was just not sure what to do. No one else has made him feel like that before, and he's sure no one else would.

"Hey ben, do you want to pick up Kylie? She should have been here by now" Margret said from downstairs, interrupting ben's thoughts.

"Okay mom" Ben said as he walked down stairs. He was really wondering what was going on. Kylie usually isn't late for anything. Epically not his mom's cooking, who she says is way better than her dad's! So ben started getting a little worried. He happened to run into Mia, who was really crying her heart out.

"Hey Mia, what's wrong?" Ben asked.

"How do you know my name?" Mia asked. He was confused by this, but then he remembered something: He hasn't really met Mia. Spider-man has, but he hasn't.

"I know your sister, and she talks a lot about you, so I assumed you were her sister" Ben said, thinking of the first lie he could come up with. Being six years old, Mia fell for it. Dude, you can convince a little kid ANYTHING.

"Oh"

"Where is your sister?"

"She was kidnapped!" Mia said.

"Please tell me you're using your imagination"

"Nope!"

_Clam down ben, she's just a little kid. _Ben thought to himself. _When you were six, you made up lots of stuff._ _If Kylie really was in danger you would her a bunch of cop cars- _Ben saw a whole bunch of cop cars rush past him, and they look like they came from kylie's house.

_Crap. _Ben thought. "Listen Mia, you should go to your daddy, I will go get help. Got it?"

"Got it? Who will you get to help?"

"Would you believe me if I said spider-man?"

"No, that's silly!" Okay, ALMOST anything.

"Okay. If you see her again, tell her ben said hi!" he left to the said of a random house and changed into his spider-man outfit, and soon started swinging on a web around the city.

"Okay, in a city as big as this, she could be anywhere!" Spider-man said. "Dang, I should have asked Mia for specifics! Although, all this raises a question: why would someone want to kidnap her?"

…

Somewhere near an abandon amazement park, Kylie is brought to an fun house by Quinton beck-or Mysterio, as he is now known. He ties her up, and starts working on something strange. What it was, who knows? It did look like some sort of robot, but kylie couldn't tell.

"Why did you kidnap me?!" Kylie asked in fear.

"Simple: You made a friend of mine mad by getting him fired. I'm just returning the favor"

"Who?"

"His name was Quintin beck. He was a special effects artist you got fired for exposing what he was doing to random people. So, he asked me to kidnap you and to kill you"

"Then what's with the robot?"

"Don't worry, you'll find out soon enough"

"Who are you anyway?" Kylie asked as he was about to walk away.

"How rude of me, I forgot to introduce myself. I am Mysterio, mater of magic!"

"Lame name"

"I thought it was pretty cool"

"Also, magic? No offence, but I stopped believing in that years ago"

"Wow you're annoying. I will kill you, but not yet. I need to make sure that all of the cameras are in place, in case if someone wants to try and rescue you" Quinton walked out the room after he said that, and Kylie was alone. She started to wiggle a bit in order to get out her phone so she could contact someone for help. She succeeded, but now she had a problem: Who to call? The cops? Her dad? Well, she couldn't mover her hands, so she used her nose to dial a number, hoping it was who she was trying to call.

…

Ben has looked all over the city with no luck. He checks out all of Kylie's favorite places, all of the places kidnappers tend to take their hostages, and everywhere the police were going. He was now really worried. If something horrible was to happen to her, he would be devastated. He was deep in thoughts about her when he heard a sign of hope: The song "I just can't stop loving you" by Michael Jackson, which is the ringtone he made for her. So he knew she was still alive. He lifted up his mask a bit and answered the call.

"Who is this?" Kylie asked.

"It's ben"

"Ben, you have to help me" she said. "Some crazy guy who looks like a Scooby doo villain has kidnapped me. I'm in the funhouse inside of Jackie winter's amusement park, and this is pretty scary!"

"How am I supposed to help?" ben asked, trying to keep his secret identity intact.

"Call someone. The cops, my dad, your dad. Just tell someone I'm here! Please, I think this wacko want to kill me!"

"I know just who to call" Ben said as he hung up. He started swing towards the amazement park, now wondering why Kylie's kidnapper brought her here. Maybe it was because this place was the last place anyone would look, having been abandon years ago. Ben walked around in the amusement park when he saw something strange. It was and old bumper car. One that was rusty and looked like it would never work in years. But if that was so, then why is it coming straight towards him? Ben jumped out of the way right before it crashed into a ticket booth behind him.

"The heck was that?" Ben asked. He tried walking towards the funhouse when his spider-sense went off: he turned around and saw a Ferris wheel fall break off it's hinges, and it started heading towards him. He jumped out of the way as it destroyed the carnal game thing where you knock over bottles. I HAVE NO FRICKIN' CLUE WHAT IT'S CALLED, ALRIGHT?! Sorry about that, I got mad there for a second. Let's continue:

"What is this, attack of the killer carnival rides?!" Ben asked as he started running towards the fun house. When he entered the fun house he was expecting something like a bunch of mirrors, but instead he got complete darkness. Nothing was to be seen, not even a light from when he entered the building.

"The heck is going on?" Ben asked.

"Well, well, well! Isn't it the one they call spider-man!" Mysterio said. Soon smoke entered the room as someone came in.

"And who are you?"

"My name used to be Quinton beck, but now I'm known as Mysterio!"

"Mysterio? How long did it take you to come up with that name?"

"None of your business. I just want to let you know spider-man, that by entering this amusement park, you have entered my magic show. And I hope you enjoy your stay-Because you are never leaving!" Soon Mysterio left the room in a cloud of smoke, but not without giving spider-man a welcoming present. Spider-man was about to leave the room when he heard a growl. He turned around and saw some sort of monster standing right behind him. it was huge. It also had razor sharp claws, giant ears that looked like some sort of rabbit, and glowing red eyes. And it was ready to pound spider-man into the ground.

"Wow, and I thought nightmare on elm street was scary" Spider-man said. the beast tied to crush him-hulk style-but ben jumped out of the way.

"Hey that's plagiarism!" Ben shouted, mentioning the attack that just happened. "professor Utonium's gonna sue the crap outta you!" it pulled out it nails and tried to slice spider-man on the chest, but he jumped out of the way.

"Okay captain Kuro, let's see you take on this!" Spider-man said as he shot a web at the corner. He shot another one at the wall, and pulled himself back a bit. He then let go, trying to hit it with his feet. It didn't work, and ben just ended up hurting his foot. But ben noticed something. His foot looked like it went through the best's chest, and he felt meatal on his feet. Ben then noticed a camera above the creature. He slung a web at it, reviling some sort of robot.

"So it's a robot with a hologram" Ben said. "and someone stuck a bunch of broken glass to his claws. How lame" ben slung a web and swung away from the robot. He saw some sort of light on it's back and smashed it, making the robot fall over. Ben assumed this was it's power source, and guessing by what just happened, he was right.

"so you survived the first magic trick, but will you survive the next?" Mysterio said.

"I'm not here to play games with you, beck. I'm here for a girl!" Kylie (Being in the same room as Mysterio) heard this, and felt relief.

"That doesn't matter! By the time you get to me, it will be too late!"

"Wow, and I thought Otto used a lot of clichés" spider-man said. And no, I'm not going to use that joke. Ben soon saw a light shine on a door. Ben walked towards it and opened it, seeing a hall of mirrors. Ben thought this was strange, since when you entered this is usually what you see. If it's not, than the last sentence exists because I haven't been to a funhouse since I was eight.

Ben soon noticed something strange: all of the mirrors were either broken or dusty. Ben looked at one the dusty ones and saw something form. He was expecting something like a chibi or a chataciture of himself, but instead he saw something that looked like a zombie. Ben was really confused, epically by the fact that it was coming right towards him. He back away and saw what looked a skeleton that had a broken jaw and blood on it coming towards him. Ben turned to the side, realizing that there was no escape. There was no door, and these things were coming towards him. he also noticed smething else strange: the wall were closing in.

Then ben got an idea: he smashed the mirror that had the zombie, and he smashed the Skelton mirror. Then ben realized something: They were holograms. Spiders, vampires, lion and tigers and bears- Not before long Ben started smashing all of the other mirrors-which had things like spiders, vampires, lion and tigers and bears-until he came towards one mirror. This was strange, because instead of being something stupid meant to scare him, it was something he would want to see. It was Kylie, dressed in a nice wedding dress, while holding that thing that you throw at the end of the wedding. Ben was stunned by how beautiful she looked. Ben stood there staring at her.

But then ben noticed something: she wasn't wearing a vail. And she looked more like bride's maid than a bride. Then he remembered Kylie mentioning that she was a bride's maid at her aunt's wedding not too long ago. Ben realized this because he noticed something right next to her hair-it looked like anther wedding dress. Oh yeah, and the fact that she wasn't moving. So ben smashed the mirror and saw another room was right behind it. He entered right before the walls touched.

…

Gwen arrived at Ben's house for dinner. His parents welcomed her and asked her to sit down while they gave her some tea. Yes, Gwen likes tea. I can do that if I want. Anyway, Margaret told Gwen what they were having, and Gwen proceeded to ask where ben was.

"He went to go pick up Kylie. He should have been back by now" Justin said.

"How long ago did he leave?"

"About forty minutes ago" Margret said. "Oh if something happened to my little baby-"

"I bet he's fine, he might be having a talk with her dad or something. I'll call him to check"

Ben was still heading towards the room Kylie was held in. He was confused by the lack of traps in this room, but just be safe, he was crawling on the ceiling.

_That's funny, there's no traps._ Ben thought. _Maybe beck wasn't expecting me to get this far. Now stealth is my only option if I want to save Kylie. _Ben was getting closer and closer to the room when suddenly his phone started ringing.

_Please don't be Gwen, please don't be Gwen, please don't be Gwen-_He looked at who was calling him and saw it was Gwen. _CRAP!_

In the other room, Mysterio looks at the security camera he set up in the hall of mirrors. He sees that spider-man was stunned by Kylie in the hall of mirrors. He also sees the walls closing in on spider-man, but he doesn't see that spider-man managed to get out. So he thinks spider-man was killed, and that nothing can distract him from killing Kylie.

"So unwise" Mysterio said as he took Kylie's phone off of his computer desk. "Now you can have your phone back" he tossed Kylie's phone at her, which somehow landed in her lap.

"So why did you want to my phone in the first place?"

"Simple: If he went all of this way to save you, than spider-man must really care about you. And since on your phone there wasn't any photos of you half naked, I though a pretty dress would do"

"Wait, you're saying spider-man's romantically interested in me?"

"He might have been when he was when he was alive" Mysterio said as he picked up a knife. "I would love to talk more, but I have some work to do" Kylie saw Mysterio coming closer to her with the knife. She saw hi lift it up, and she closed her eyes, because she really didn't want to see what happened next. Mysterio was about to stab her when he heard something coming from another room in the funhouse. Something that sounded like "Rebellion" by linkin park.

"What the devil is that?!" Mysterio put down the knife and left the room to investigate.

Back at Ben, he answers the call.

"Hey ben, I was wondering-"

"Gwen, you could have not called at a worse time!" Ben said.

"Where are you? Your parents are worried!"

"Crap, that was the one thing I forgot about. My over protective parents"

"They said you went to go pick up Kylie, and you never came back. Are you alright?"

"I am, now knowing I might have given myself seven years of bad luck to escape a mad funhouse"

"Wait what?"

"It's a spider-man thing! Listen Gwen, tell my parents-" Soon Gwen started hearing static, and she couldn't tell what ben was saying. She got out something like "the…is going…oh god no"

"Hello? Ben? BEN!" Gwen shouted. On ben's end, he sees that his phones' connection has been shot down. All he heard was static.

_I swear, if I turn around and Slenderman I right behind me, I will not be amused. _Ben thought. You may have had to play slender-man (or at least know what it is) to understand what he's talking about. Ben also noticed smoke coming from every corner, and that something was behind him.

"How are you still alive?!" Mysterio asked.

"Oh good, it's space Kook again" Ben said as he turned around as he leapt down. "Next time you take a beautiful girl in a beautiful dress to slow someone down, make sure you photoshop the background out" Kylie over heard this, and blushed. Remember a few chapters ago when I mentioned she had a crush on spider-man? Well, she was happy to hear he like her back.

"Tell you what spider-man, I'll let you get her back if you defeat me" Mysterio said.

"Sounds easy enough"

"The problem is-" he snapped his fingers, and what looked like ten more Mysterios had popped out of nowhere. "-which one is the real me?" Ben tried to punch through three of the Mysterios, only to find out their fake. Soon more and more Mysterios started swarming him. Spider-Man seems like he can't stop them.

_It can't end here!_ Ben thought. _I have to-wait a minute-_Ben remembered something that you may have noticed aw well-This guy was fake. FAKE. All of these illusions were just holograms. Ben remembered this and noticed some sort of projector sitting in the corner. He slung a web at a chair nearby and smashed it into the projector, which made all of the fake Mysterio disappear. He saw the room Kylie was in and went in.

"That's strange" ben said. What was strange? Beck wasn't there. He grabbed the knife and cut Kylie free.

"Okay, now you have to get out of here" ben said. "It's not safe!"

"I heard what you said" Kylie said. "do you really think I'm beautiful?"

"I wouldn't say it if I didn't mean it" Ben said.

"You know, you look to be my age" Kylie said. Ben didn't know why but he liked where this was going. Kylie moved up part of Ben mask and kissed him. Ben always dreamed of this happening, and he was happy that it was happing at all.

"Ah, young love. Too bad the lovers have to die!" beck said as he entered the room.

"Listen Spock, just because she got you fired doesn't mean she should die!"

"I lost everything to her!"

"So what?! I know some people who want her alive, and you're the only one who wants her dead. Don't you know that the needs of the many outweigh the needs of the few?"

"You're quoting Spock just to make me mad, aren't you?!"

"Long live and prosper!" Ben said. I would have made Spider-man say more Spock quotes, but those the only two I know. Mysterio soon snapped his fingers and smoke came all around.

"Kylie, get out of here!"

"How do you know my name?"

"A friend of mine talks about you all of the time" Spider-man said. "He said you were beautiful but now that I see you in person, well, you know"

"got it!" Kylie said as she left. Soon smoke surrounded spider-man from every corner.

"Someone's been buying a lot of smoke bombs" Ben said.

"Try and stop me now, spider-man. With all of this smoke you can't see me!" Ben was looking around constantly in order to see if Mysterio was right behind him.

"I'll come to you back, drive this stake into your heart, and there's nothing to can do to stop me" ben was now wondering when Mysterio was going to pop up. Mysterio started walking towards ben, but ben didn't notice.

He walked behind ben, ready to stab him, but he didn't count on one thing: Ben's spider-sense. Ben spider started going off and ben jumped out of the way. His spider-sense went off again, so he turned around and punched Mysterio in the face, smashing his dome helmet.

"How?! I had it all planned out! How did you stop me?!"

"Simple. I have a sixth sense" spider-man said as he webbed Mysterio to the wall. "And it doesn't let me see dead people"

Soon spider-man walked out and saw all of the cops come to the amusement park. He noticed that Kylie was running up to stone, and shouting "dad!" as he hugged him.

_He's her dad?!_ Ben thought to himself. _The girl of my dreams is the daughter of my worst enemy?! How is this possible?!_ Ben slung a web away from the amusement park. He started heading home. He really like what just happened. He away wanted to get to the Jackie winters amusement park when he was younger, he saw some special effects, but best of all, Kylie kissed him. Something he's been wanting for over a year for and it finally happened! The only down side was him having to explain to his parents why he was gone for more than an hour.

These thoughts were interrupted when he got a got a call from Kylie.

"Hello?"

"Ben, you would not believe what just happened to me!"

"Really?" Ben said, lying. "Tell me all about it when you come to my house"


	13. Shocking

**Sorry for the delay, I was experiencing problems with my word starter, so I had to write this in my doc manager.** **Problem was, I had one quartier of the chapter**** do****ne.****so I had to start from the bottom****. ****regardless,**** I ****hope**** you ****enjoy!**

It has been two days since Mysterio had captured Kylie, and that ben had saved her. And if you read the last chapter, then you know how it went down. so I won't bother rewriting that again.

just a recap, Ben saved kylie, and kylie kissed him. Ben also found out that kylie's dad is Sherriff stone, who hates spider-man's guts. But you can just re-read last chapter if you forgot.

So after that, Ben just had a normal day. He got up, brushed his teeth, ate breakfast, got the last of his home work done, and went out as spider-man. For some reason he like to do a quick search around the city before he goes to school. Oh come on, who wouldn't? I would.

After He stopped a few robbers, and he saw an armored truck get robbed. Being very curious about it, he went to the scene, and saw some people taking money out of a truck.

"Take everything out of the truck!" Some girl who was pointing to a minivan said. she was about seventeen years old, and she was wearing black sweatpants, shoes like Nami's, and a metal bra. she had some sort of metal tape on her arm, and what looked like blue blades on her wrists. She had long flowing brown hair, and blue eyes.

"What are you waiting for?!" she asked one of the goons. "Get that into the van!"

"Wow, no modesty much?" ben asked as he arrived on the scene. "I mean, I would be embarrassed to be in public without a shirt on"

"OH MY GOD IT'S SPIDER-MAN!" she said right before she made a Squee.

"huh?" Ben said, having no clue what happened.

"I am your biggest fan! I even took on this super villain gig just so I can meet you!"

_I don't know weather to be scared or pleased._ Ben thought to himself_._

"I'm sure when my parents find out about this they'll ground me but I don't care! I finally got to meet you!"

_Scared, definitely. _Ben thought to himself.

"Any way, my name is Miley, but you can call me katana! I'm your worst nightmare, and your biggest fan!"

"You already told me that you're my biggest fan" Ben said.

"Regardless, This is the part where I try to attack you" She started running towards him, ready to slice him with her blades. Ben dodged, but not before noticed that those blades were plastic. He also noticed that wasn't metal tape on her arms, and she just spray painted the bra.

_She really wanted to look like a super villain, didn't she? _Ben thought. _Although, I'm sure a spray painted bra would be uncomfortable. unless she only spray painted the outside. okay, why do I care about this? _She started trying to attack him again, but failed. Ben looked at the robbers and noticed they also look like teenagers.

"Just a guess, those robbers helping you are your friends?"

"No. The dude is my boyfriend. HI COOPER!" She shouted at one of the guys unloading the truck. He waved back before blowing her a kiss. she tried fighting him again, but her fighting sense was less like Bruce lee and more like someone who watched ten minutes of the karate kid last night. and this is coming from a guy who used to take (and suck at) karate.

During this "fight" she knocked a bit of spider-man's glove off, making ben realize something: In twenty minutes, class was going to start. after seeing this, Ben just webbed her to the mini-van, and stuck a "Your friendly neighborhood spider-man" note on her.

"I'd love to fight with you some more, but I have other places to be" Ben said right before he left.

"Can I keep the note?" Katana asked before ben swung away. he started rushing towards school, not noticing everything that was going on below him.

"HELP ME!" Someone shouted.

"Oh, why do I have to be such a good natured person?" Ben asked as he swung towards the woman. She was being mugged, but ben didn't care if she was going to be murdered. he webbed the criminal to the wall and left. He also saw three cop cars chasing a car with three robbers inside rushing down the street.

"God, why don't you want me to get to school?" Ben asked as he made a huge spider-web to catch the car. Ben kept going (And stopping a few robberies) and after looking at his watch again, he realized something: Two minutes until class started.

"And I thought being a superhero was going to be fun" ben said, referring to the fact he was almost late for school. he landed close to the school and put on his civilian clothes-jeans, a black short sleeved shirt with a green jacket-picked up his home work and was about to run in when he realized he still had his mask on.

"Oops, I might want to take this off" Ben said as he did just that. he stuffed his mask in his backpack and rushed inside. Ben then realized he didn't take a shower but at this point he didn't care. He busted into the class room and he sat in an empty desk, which happened to be next to kylie.

"I'm here Mr. Tyson! Right on time!" Ben said as he picked up his pencil.

"As interesting as that entrance was, Mr. Tennyson, I'm afraid that was the bell for the end of the class. You're one hour late"

"WHAT?!"

After that incident, Ben got detention. and he wasn't happy about that. Not at all. He had never got detention his life before, and he didn't know how the heck to react to it.

"Detenion?! How did I get detention?!" Ben asked Gwen as they were walking down the hall.

"Relax, I'm sure whatever villain you fought as spider-man was really tough" Gwen said back as they kept walking.

"It was a teenage girl looking for attention"

"What?! You spent one hour fighting some one who's just seventeen?!"

"My watch said that it was seven forty. not eight forty!" Ben said. I don't know what time school really starts (I'm home schooled) but eight is my best guess.

"Didn't you know? Day light time savings started" Ben just facepalmed upon hearing this.

"I looked like an idoit out there!" Ben said. "Just because I didn't set my watch forowrd one hour!"

"Relax, I'm sure it wasn't that bad"

"Hey look, it's that idiot from English class!" some guy shouted. "Late for something else?"

"Never mind" Gwen said.

"How am I going to explain this to my parents?!" Ben said, changing the subject back to his detention.

"Relax" Gwen said. "People say I'm over protective of you and I'm not furious"

"The difference they don't know about my-" Ben stopped as he saw seven teenagers standing there. "-secret"

"True, I just-" Gwen ran into this guy who had dark skin (Kinda like Nico robin's from one piece) black hair that was spiked up, and brown eyes. He was wearing a white T-shirt with an orange pattern on the side and a blue strip on the chest, black pants, and goggles on his head. when she ran into him, she dropped all of her papers on the floor.

"Sorry, I didn't see you there" Gwen said as she tried to pick all off them up. She looked at his face and just started at it for a while.

"Hey, aren't you that tardy boy?" The guy asked ben, ignoring Gwen.

"That's going to haunt me for the rest of high school, isn't it?"

"You know, a good man doesn't keep a girl waitng. Think of the class as the girl-"

"I get the idea" ben said in anger.

"Whatever tardy-pants. My name is Rex"

"For your information "Rex"my name is ben, and I had a good reason for being that late!"

"And what reason was that? Disney channel was having a marathon of Phineas and Ferb this morning?" Ben was really resisting the urge to punch the guy in the face. then again, who wouldn't?

"No, my parent's didn't wake me up in time!"

"Oh, and you still have to reliy on your parents to wake you up?" Rex said to ben. "How babyish"

"Hey Rex, want to prank some newbies?" Some other guy asked from the distance.

"I'll be right there, stormy!" Rex said as he left. "Catch you later snail"

"I really want to beat up that guy" Ben said.

"Why? He's kinda cute" Gwen said.

"EW!" Ben said. he left the hallway in disgust over hat Gwen just said when he ran into Kylie, who just walked out of the bathroom.

"Oh hey ben, I saw you came in late" Kylie said.

"Go ahead, make your jokes. I've heard them all"

"I'm not going to make fun of you. I thought that was kinda cool"

"Really?"

"besides, You know what they say, right?"

"That if you randomly sneeze someone must be talking about you?"

"No, better late than never"

"Yeah" Ben said. Out of all people, he was glad that Kylie was the only one who didn't make fun of him. He left the area, thinking about that. Kylie was always nice to him, and he wondered why. Most of the time when your in love the other person either is a jerk or doesn't know you exist. But Kylie has always been kind to him, no matter what stupid thing he did. That was one of the reasons he liked her.

...

After school (and detention) Ben went out as spider-man, hoping to stop at least one robbery before his parents locked him in his room for all of entirety. Yes, he might be over reacting a bit.

_Let's just hope that who ever the heck I find, it's something easy to stop, and not like-_ Ben noticed a armored truck getting robbed, so he went towards it. At first, he was disappointed, thinking ti was going to be another teenager. how ever, when he got closer to the truck, he noticed that it wasn't a teenager who wanted attention. this time it was acutely a super villain. one that looked dangerous.

_HECK YEAH!_ Ben thought as he landed. _After two days, I get to fight another super villain! _this super villain was tall, and he wore a brown and yellow jump suit, and the only thing you saw were his eyes. He had some sort of pattern on him, that looked like SpongeBob's pine apple house. he also had some sort of metal things on his arms, and he had just melted the tires of the truck.

"Open the doors" he said to two of the guard that walked out.

"NO!"

"You really want to mess with me?"

"The last person who tried to rob an armored truck was a teenage girl with a home made costume!" one guard said.

"And your costume's stupid!" the other one said. He would have given a much better insult, but he couldn't think of one.

"Really?" the villain asked. "Let me ask you this: do you think this is stupid?" The villain shot two schockblasts out of his gloves, which knocked the guards into a news paper stand, and another car.

"I would do that to the truck but I'm afraid I might damage what's inside" Two more guards open the back of the truck and reveal what they were carrying: a strange canister. It was labeled "Natnites" and was on it's way to Oscorp. and by the looks of it, it was designed by Otto Octavious. it must have been really dangerous because it was inside of some sort of socket to keep it from bouncing around. this socket was attacked to the top and the bottom of the truck, and to the sides. It must be really dangerous if they had this much security guarding it.

"finally" the man said as he took the canister out of the socket. "I'm going to get a lot of money for this!"

"Didn't your mommy tell you not to take things that don't blelong to you?" Spider-man asked as he entered the room.

"YOU!" The man said. "I was told I'd have to run into you!"

"And who told you? SpongeBob?" ben asked, referring to the man's uniform.

"Listen here pal, my name is shocker. And I'm going to show you why!" Shocker said as he shot another schockblast at spider-man. Ben douged this, and shocker ended up blowing up a car.

"I don't have time to mess with you, I've got what I wanted!" Shocker said as he held up the canister. Ben slunjg a web on the canaster and took it from shocker, and looked at it.

"What the heck is this?" ben asked. "Something that'll mutate four baby turtles and a rat?"

"Far better than that" SHocker said. he shot at spider-man, making him jump off the building he was stuck on. shocker shot at him some more but ben kept getting out of the way. shocker came up and kicked spider-man in the chin, making him drop the canister. Luckly shocker caught it.

"GET HIM SPIDER-MAN!" someone in the crowd shouted. Ben felt like he had heard that voice before, but he was too busy trying to get the canister from shocker he didn't care. He kicked shocker in the gut, but that didn't do anything on him.

"Nice try, spider-man" Shocker said. "This padding is supposed to prevent me from getting eletrucuted by my shock blasts!"

"really?" ben looked.

"so forget about trying to hit me to take the canister, with this padding I won't even feel it!"

"I guess that no strategy would wor-OHMYGOSH Look behind you! It's Gwen Stefani in a bikini!"

"WHAT?!" Shocker said as he turn around. ben took the canister away from shocker and got away.

"HEY!"

"You know, I'm thinking about giving this to Providence, maybe they'll like it"

"I'm giving it to my boss, now hand it over!" shocker said as he tried to shot another shock blast at spider-man. Ben landed close to the crowd when someone walked up to him, really looking excited.

"Oh my god you acutely are spider-man!" he said. Ben suddenly remembered who that voice belonged to. he turned around and saw Rex standing there.

"Nice to meet a fan" Spider-man said.

"No kidding! It was awesome how you prevented dock ock from destroying new York!"

"yeah, I have to prevent this what-ever-the-heck-this-thing-is from getting in the hands of pineapple over there" Ben said.

"Hey, can I have your autograph when your done?"

"Are you busy talking to your boyfriend, spider-man?" Shocker asked as he walked towards him.

"For your information, I'm strait!" Ben said as he kicked shocker. shock still didn't feel it, and he took the canister. ben did something that was a bit stupid. He slung two webs to the buildings nearby, and he did his sling shot move on shocker. while it did knock shocker down, it also knocked the canister out of shocker's hand. Rex ran towards the canister in order tog et it for spider-man, but the ladder was not pleased.

"Rex, get out of here!" Ben shouted as he tried to sling a web at the canister. Rex caught it, luckily, and was about to run odd with it, when shocker pushed spider-man aside in order to get to Rex.

"Give me the canister, boy!" shocker shouted.

"I'm taking this for spider-man!" Rex said as he moved away a bit.

"Uh Rex, as pleased as I am that you want to help me, I don't think you should be messing with that" Spider-man said as he got up.

"Stay out of this, spider!" Shocker said as he punched spider-man. "Now hand it over!"

"NO!"

"I said hand it over, now!" Shocker said, pointing his fists at Rex.

"NO!"

"Fine!" shocker tried to shoot just Rex so that the canister would fall into his hand, but spider-man jumped on him and made him shot the canister instead. it broke open, revealing some sort of liquid looking thing fall out. it landed on Rex, who started screaming as his skin stared absorbing the liquid.

"You moron!" Shocker shouted as he tried to punch spider-man. rex fell to the ground, still screaming. he felt like every cell in his body was be rewritten, and something was being drilled into his bones.

Spider-man punched shocker in the face, kocking him back a bit.

"Litsen, spider-freak! Because of you those nanites are all gone!"

"I would care if I knew what the heck a "nanite" was" Ben said right before shocker prepared to crush spider-man. rex got up, really feeling dizzy. He saw that his favorite hero was about to gt killed, and he had no idea what to do. he started whishing he had some sort of hand held blasters-when he thought that, blue vains come upon his arms and his hand sturned into a giant machine gun.

"Hey, yellow!" Rex said. Shocker turned around and saw the gun.

"What the hell?"

"Prepare to eat laser!" he thought about shooting-and it just happened. he shot shocker into another he thought about being a human, his hand turned back to normal. hearing the cop cars that were soon coming, Shocker left the scene.

"What was that?" Spider-man asked.

"I don't know" Rex replied. "But it was AWESOME!" Rex ran off in the other direction, and he ran to what ben assumed was his home. Ben looked at the broken canister, and a tiny bit of the liquid that leaked out. he scooped some of it up with a piece of broken glass in a beaker bottle and put a cork in it.

"What the heck is this?" ben asked himself. He left the scene, and went back home.


	14. A tale Of Two Heroes

Soon what had happened was all over the news. Everywhere-Fox news, CNN, NBC, and even Nick news (if that's still a thing)-were talking about the strange machine boy that helped spider-man take down Shocker. Or rather, they would have if they cared that spider-man was there. They mostly commented on how this guy managed to shoot shocker with that mechanical gun thing that came out of his arm, and that it seemed to work. Most websites (BlogSpot, New York times, daily bugle, Facebook, and many many more)nicknamed this new hero "war machine" and were talking about how weird that was. Most people were saying that he was freaking awesome, but ben didn't really think so. He thought that he gave those powers to Rex by accident, and he had no idea what he was going to do with them.

"Hey ben, doesn't that boy go to your school?" Ben's mom asked as she was watching CBS. The news cast came on and showed that story.

"Yes, his name is Rex" Ben said as he washed a plate. Instead of grounding him for years like he thought he would, his parents made him wash all of the dishes for the next three weeks. Ben assumed the only reason they made him do that was because his parents didn't really have anything else that was a more suiting punishment to them. To be honest with you, they really never had to punish Ben before. He always behaved so well. Well, except for that one time when he was five and he said a certain four lettered word, but they forgot all about that.

"What happened to him?" Justin asked.

"Who knows?" ben said as he put a cup in the dishwasher. He really knew, but he wasn't going to tell them. And I don't blame him.

"Are you friends with him?"

"Heck no, I hate him" Ben said as he dropped a glass he was going to put in the dishwasher. He got the broom to clean up the mess but his dad took it away from him and asked him to stay away from the pile. If that's not over protective, I have no idea what is.

"Ben, that's not a very nice thing to say" Margret said to him as his dad cleaned up the broken glass.

"Dude, he's a jerk. He gets poor grades, only hits on girls, and never thinks before he does anything!"

"Just because you hate the things he does doesn't mean you hate him" Justin said, quoting my dad.

"Maybe I do hate him"

"Relax, I'm sure you guys would get over it" Margret said.

"No offence mom, but this isn't a stupid romantic comedy. I'm sure now that this happened his ego will inflate even more" Ben walked up stairs and put his backpack on his bed. he looked through some batman comic books to try and see if something similar happened in those. The closet he found was a story where batman needed a replacement but this guy was way darker, but he didn't find anything like this. He looked through Netflix and tried to find that episode of Batman:The Brave And The Bold in order to find that episode with red tornado's kid (was he his kid? I don't remember. It's been forever since I've seen that episode) but he couldn't remember what it was called.

After that, Ben took his homework out of his backpack and that beaker with the specimen from the canister fell out. he caught it before it broke, but noticed something: the specimen was moving. Ben knew he had to check this out. He grabbed a sticky note and wrote

_Don't forget,_

_check out that thing that was in the canister._

he put it in his math book so he wouldn't forget.

...

The next day at school was a disaster. When ben walked in, everyone started mocking him for what happened yesterday. You know, calling him things like "tardy pants" or "snail" or some other insults I will not repeat here because I'm too lazy to think more up. I just thought of another one but I have no clue how to spell it.

Ben ignored them all, even though they were really pissing him off. Sticks and stones, man. He just walked away humming "mean" by Taylor swift to himself. Luckily he didn't care about what happened yesterday anymore. He care more about what that thing that he accidently gave Rex was.

he snuck behind two people making out in front of the science class and snuck in. he put on some gear-a labcoat, safety goggles and gloves-and took the specimen out of his backpack. he put it on some sort of microscope and studied it for over thirty minutes. He was shocked by what he found out. He found out that they were like the nanobots from the 2003 ninja turtles cartoon. If you have never seen the 2003 ninja turtles cartoon, I'll tell you what I mean. One of the villains was a bunch of nanobots that had the mental capacity of a toddler. they also multiplied like crazy!

Me comparing them meant they were alive, but they weren't doing much. They were just making copies of each other. Ben noticed they didn't think they were a toddler but he couldn't care less. He cared more about how they were bonding with Rex's DNA. Ben didn't know what it was doing to Rex's blood and body, and he was really curious. Needing a test subject, Ben walked to the cage with the class pet. He opened it and took the rat inside out of the cage. he put the rat on the table he was working at, and (Using a medeison dropper) he dropped some of the specimen on the rat.

"Let's see if this stuff turns you into a mutant rat" Ben said. he put two drops of the specimen (Which he nick-named the nanites) on the rat. at first, it looked like nothing happened. right when ben was ready to put him back, something started happening. the rat squealed in pain-kinda like how Rex screamed in pain. Then random parts of it body started shifting-it's arm turned into a sword, it's leg turned into some metal boot, so on and so forth-and it started breaking everything around it. SMASH! it destroyed the teacher's desk. SMASH! it destroyed it's cage. RIP! it ripped the periodic table.

Ben had to act fast. Luckily he brought his web shooters, so he webbed the rat to the wall.

"Okay splinter, that's a time out for you!" Ben said. He took some notes about what happened, but he was still puzzled. He looked closer and saw the rat couldn't control the abilities ben just gave it. It kept trying to break out of the webbing using it's abilities. But it couldn't control his abilities. This made Ben think about something. Maybe the nanites respond to thoughts. Maybe the mouse wasn't intelligent enough to decide what to do on it's own. But a human was. Ben put the remaining natnites in the beaker and put it back in his backpack. He walked out of the room, hoping no one would noticed the damage, or the mutated rat on the wall.

_So those things respond to thought. _Ben thought. _Maybe if you think "I could use a sword right about now" it'll turn part of your body to a sword. Maybe this was developed to help create a breed of super soldiers or something like that._

Ben kept walking, trying to think about that specimen some more when he saw something even more horrible than the rat he just messed up. Rex showing off in front of a few girls. Without a shirt on.

"Yeah, I'm sure with this I can crush an entire tanker truck" he said as he made his arms turn into a giant metal fist.

"That is awesome!" One if the girls said. Ben recognized who that voice belonged to: Gwen. After grossing out for a second, Ben walked up to Rex.

"What is going on?!" Ben asked.

"Oh hey, it's snail again" Rex said as he turned around. "Late for anything?"

"Cut the crap. What do you think you're doing?"

"Wow, you are dumb as you are slow, snail" Rex said. "I'm picking up chicks by showing off my kick-butt powers!"

"What?!"

"Wow, You really are stupid. By pick up chicks-"

"I know what youy meant. It was a figure of speech, moron. Why the heck would you show that to everyone?"

"Because I'm a superhero now!" Rex said.

"Most superheroes would keep something like that a secret!"

"Not me. If I was a super hero, I'd want to show everyone my powers!"

"Did you ever read comic books?"

"Yes. A lot in fact"

"Then you remember why batman wears a mask. He's scared that if someone found out who he really was, then he could put everyone he cares about at risk!"

"That's stupid. I don't really have anyone for them to take captive or kill, so HA!"

"You're hopeless!" Ben said.

"Face it, you're just jealous because you don't have super powers" Rex said. No way ben was going to tell him he was wrong. Ben just left because he really didn't want to talk to Rex anymore. He did keep hearing everything everyone was saying about him-

"Oh my god, you're ripped!"

"It's so cool that we have a real super hero in new York high!"

"Wanna go out some time?"

Ben started running because this was really annoying. And he also threw up into a trash can because the girl who asked him out was Gwen. Ben starting thinking. Should he tell everyone he was spider-man? Maybe Rex wouldn't be so special if every one knew there was another super hero in his high school. But that might lead into chaos, as his parents would ground him for life, and a super villain might kidnap Kylie and throw her off a bridge. He stopped thinking about this, and he walked out to math class.

...

It wasn't before long when Rex started interfering with Spider-man's life as well. Five robberies were stopped by Rex, and one spider-man was in the middle of. Ben was really furious about this, manly because that guy nearly killed him! And he just treated it like it was a team up! Ben thought this was even worse to the fact that the only thing rex wore to distance himself from "Generator Rex" (as he was nick-naming himself) was an orange and yellow jacket with black gloves, and wearing goggles on his eyes.

Soon Spider-man had to stop a guy from robbing a news van. The reporter got happened, and she saw something weird. This guy was standing out in the open, holding a gun, making the reporter think The way he managed to stop the truck was that he shot down the tires. In fact, this weirdo looked like he was from an action movie, even to the point where he's storing fifth teen different weapons in his pants.

"Listen here, my super sexy girlfriend said she'll dump me if I don't buy her a car" he said. Imagine him sounding like Zoro from the FUNimation version of One Piece. "And I'm flat out broke, so give me everything in the car" this is where spider-man came in.

"Who are you? a Arnold Schwarzenegger rip off?" Ben asked. "Oh wait, you lack the accent"

"Would you look at that, it's man spider!"

"I know I'm sounding like a Smosh video here, but it's spider-man!"

"Whatever, let me introduce myself. my name is Cooper Mickey. But you can call me combat man"

"Combat man?" Ben asked. "Sounds like a super hero name I would come up with when I was eleven" Fun fact is, my friend came up with that character back when he was eleven. We were making up our own superheroes, and he came up with that one. It was like a self OC for him. However, he wanted it to be a hero. Shh, don't tell him he's the villain here. It'll make him mad.

"Fun fact: No one has taunted me and lived to tell about it"

"Really? What's your gimmick?"

"Nothing, I'm just a really good shooter" Combat said as he started shooting at ben repeatedly. Luckily Ben dodged all of the bullets, and he managed to kick Combat man in the face.

"You got lucky there pal" combat-man said. He grabbed a knife and tried to slice ben with it. Ben kicked it out of his hand and it landed in the side of the truck. the news caster was almost hit by the knife when she looked at the camera man, and told him to start rolling.

"Hi, this is Joanna James, and welcome to channel three news! We are witnessing a epic fight between spider-man and a Bruce Willis wanna-be! let's watch the fight to see what happens!"

Combat-man tried to punch spider-man three times but missed each time. he grabbed a shard of broken glass he found lying around, but hit something else. And that wasn't because Ben jumped out of the way, but it was because he missed.

"That was lame" Ben said.

"Really?" Combat man said as he pulled out a rifle. ben had a plan to dougde this, but you can guess what happened next.

"Don't worry spider-man, I'm here to help!" Rex shouted as he flew twords the fight.

"Aw crud" Ben said as he saw Rex coming.

"Ooh, and generator rex came in to even out the odds! this is really getting exciting!" The news caster said.

"Oh, your that Rex guy" Combat-man said.

"Sure am! And I'm going to help spider-man beat you up!" Ben really didn't like this.

"I appreciate your help Re-er, kid, but I have this handled"

"But your the only person her who hasn't seen my kick-butt powers!" Rex shouted.

"You think I don't watch NBC?"

"What's NBC?" Rex asked. Yeah, I'm sure most teenagers wouldn't really be interested in most of it's programming. Why do I think that? Besides some skits from SNL and Jimmy Fallon, I don't watch it that much. And I'm fourteen!

"HEY! PAY ATTENTION TO ME!" Combat man said as he cocked the rifle.

"Sure!" Rex's arm turned into a sword and sliced the gun in half. Combat-man tried pulling out more guns, but Rex made his smash hand (those giant robot fists. I think they had an official name, but I can't remember what it was) and broke all of the weapons like they were toothpicks. Ben tried to get into the fight, but Rex told him to stay back.

"Well, I guess I have to do this the old fashion way!" this guy tried punching and kicking Rex, and surprisingly, most of it worked. Ben assumed that rex was more professional at hitting than dodging. But this guy looked like he was trained by Nick Fury or something! And turns out, this guy always had a back up plan: If that doesn't work, use a cheating move. he pulled out a pocket knife and tried to cut Rex with it, but he didn't really mange to cut rex himself, just his clothes. and what was even stranger-the knife was bent! Combat man was really confused, so (in order to get rid of Rex once and for all) he threw a grenade at Rex.

"Huh?!" ben asked. he swung towards the fight and grabbed Rex, making the grenade blow up a car behind him. Rex probably should have had scrapped knees, or something, but when ben looked at them, they looked like they instantly healed! Rex noticed this too, and was confused. Ben noticed that combat man was about to pull the ring out of another grenade when ben kicked him in the stomach.

"Did I heal myself?" Rex asked himself. He turned around and saw spider-man webbing Combat-Man to the wall.

"Be a good boy and stay there" Ben sad as he walked away. He was ready to leave when he heard the cop cars coming but Rex stopped him.

"Dude, that was an awesome team up!" Rex said.

"That wasn't a team up!" Ben said. "That was you getting your butt kicked and me saving you!"

"Dude, this was so awesome!" Rex said, ignoring Ben. "Hey, can I have an autograph?"

"Sorry, but I have elsewhere to be" Ben swung away from the fight as he looked back at Rex, and man was he disappointed. Rex didn't really try and take on that criminal. He just tried hitting him, and that didn't work, and ben had to save him. While ben had most things he set his mind about Rex-most of which I will not repeat here-one thing kept buzzing around in his head. How come that guy could cut Rex's clothes, but not Rex himself? Did Rex have unbreakable skin or something like that?

Ben realized that he was thinking about this too hard. In order to get his mind off this, he went to the movie theater because Gwen and Kylie were waiting for him.

...

somewhere in a nearly destroyed warehouse, shocker is pacing back and forth, trying to think of some way to tell his boss that he failed. Most of the ideas he had he scrapped, but to be honest they sucked. Tell him that some kids threw rocks at him and he had to flee? That made him sound like a wimp!

Back to what I was going with, he was still in the middle of his thoughts when he got a phone call. He started praying that it wasn't his boss. God didn't answer his prayers though, because that's exactly who it was.

"Hello?" Shocker nervously asked as he picked the phone.

"Mr. Schultz, I saw the news cast last night" his boss said as he tapped his fingers on the chair he was sitting on.

"You did?" Shocker asked nervously.

"I noticed you breaking the canister that held the nanites inside of it. I trusted you to bring me those in one piece and you failed. You have no idea how disappointed I am"

"Sir that was an accident, I swear! I was going to shoot the boy but then spider-man-"

"Spider-man?" The boss asked. "He'd the reason you failed?"

"You shouldn't forget sir, he was the one who took down Doc Ock before he could destroy new York and most of new jersey"

"I'm fully aware of this. That is why I told you to kill him if you ran into him!"

"Hey, easier said then done! He's faster than Bruce lee!"

"Now that I think about it, I might just kill this guy myself, since you seem too stupid to carry out the task!"

"Sir, give me another chance! Please!"

"I don't think so. You failed me, and I do not take failure well"

"I can stop him, I swear! I'll find that teenager the nanites got infected into, and then-"

"Wait, those nanties are now in the body of a teenager?! You really have failed me!"

"Sir, I can take him down! I saw on the news, he's weak! I can kill him! just let me have another chance!"

"I will, under one condition. You remember that boy the nanites infected, right?"

"Yes"

"Well, what do you know about him?"

"Not much sir. Just that he has a man crush on spider-man, and he's really annoying"

"that's it?"

"Unfortunately, yes"

"Well, do me a favor then. See if you can find this boy. and do whatever it takes to get those nanites from him"

"Anything?"

"Yes. Hurt his family, break his leg, kill him if you have to! I want those nanites, and no one is going to take them from me! is that clear?"

"I understand sir! I'll do everything in my power to make sure I get that teenager!" shocker then hung up. "Now where to start looking?"


	15. Drama

Ben really didn't want to go to school the following day. He didn't want to walk in and have everyone mock him for what happened three days ago. He didn't want to walk in and see everyone sucking up to Rex just because they think he's cool. He really didn't want to walk into a hallway and see Gwen smacking lips with Rex. He just didn't want to.

But no matter how much he wanted to stay home, he knew he couldn't. He was hoping that there might have been some sort of flood or a snow storm resulting in school being canceled. But it was the middle of spring and the forecast said it would be sunny for the next few days, so no luck there. He got up, brushed his teeth, got dressed, and he went to the bus stop, to start this miserable day.

When ben walked into the bus, he saw everyone talking to Rex, asking him about his "Team-up" with spider-man. Pepole kept trying to ask ben about it, but he kept walking, not wanting to talk to them. Ben just sat in a random seat, not caring if it was Pokémon boy he was sitting next to. He started at Rex, who was trying to impress three girls at once.

"God he's annoying" Ben said, referring to Rex.

"Finally, someone who agrees!" The kid next to him said. Ben looked and saw a guy, who was a bit taller than he was, and he had dark hair that he spiked up, and green eyes. He was skinny, and wore a shirt that had the "Hybrid theory" solider on it. If you don't know what that is, it's what was on the cover of Linkin park's first album "Hybrid Theory." It's kinda cool, acutely. Look it up.

"Huh?" ben asked.

"I'm sure that all that guy wants is attention. In fact, that "Team-up" he's talking about seemed more like him trying to fight that criminal, getting his butt kicked, and Spider-man having to save him at the last minute"

"that's exactly what it was" Ben said. The dude next him looked out the window and then looked back at Ben.

"How rude of me, I forgot to introduce myself! My name is Nicholas Arroyo, but you can call me Nick"

"Ben Tennyson. You're new here?"

"Yep. This is my first time riding the bus, acutely. I usually just walk. Too bad he had to be there" Nick said as he pointed at Rex.

"Did you just move here?" Ben asked.

"Well, I lived in Miami for about a year, but my parents decided to move back. It was fun while it lasted. The sun, the beach, the girls-"

"Hey, New York isn't that bad" Ben said.

"I know, I was just sayin-"

"Hey, what are you two losers talking about?" Rex asked as he walked up to the two of them.

"Wow, I haven't even entered the building yet and I already hate someone in the school" Nick said.

"Oh, you're some sort of newbie, aren't you?"

"Newbie? Who even says that anymore?" Nick asked.

"Whatever, you know what's great about this school?"

"Lots of nice people and fun teachers?"

"No, just that I go to this school!" Rex said as he left. Nick made some sort of taunt at Rex right after he left.

"So, do you like Spider-man?" Nick asked ben.

"Heck yeah" Ben said. They started talking as the bus went on to the school. If you think this is some sort of stupid filler scene, trust me. Nick will become more important later on.

…

Needing to get Rex's attention, Shocker started a one man crime wave soon enough. He robbed lots of places-Banks, trucks, and even Toys-R-Uses, but he didn't really have a plan. He was trying to get Rex's attention in order to kill him and take the nanites. But so far no luck. He managed to get away with every robbery he did, and no one tried to stop him. He's just lucky he didn't run into the power puff girls and that the avengers don't handle minor threats like this.

By the time he had gotten to the third bank, shocker sat in a dark ally, counting the money.

"When is that generator hex or whatever his name is going to come?! This is getting boring!" Shocker said as he put the money in a bag he had. Around the time he got to three thousand, his phone went off. He didn't have to look at the caller ID, he already knew who it was.

"Hello boss" Shocker said as he answered the phone.

"Ah, Herman, how is your plan to get those nanites coming along?"

"Well, I tried getting his attention by hitting up a few banks. So far nothing"

"Well, I hope you get something soon" Shocker's boss said. "Because if you don't, let's just say you won't be walking for a few days"

Shocker hung up, really nervous. He knew that he needed to find rex and fast, but he didn't know where to strike. But he soon thought of an idea. One that will grab Rex's attention. And it involves a high school.

…

Ben was showing Nick around the school and he was really enjoying nick's company. Nick kept talking about his interests- anime, comics, and Linkin Park-while meeting everyone in the school. So far Nick has three friends-including Ben-and three crushes.

"This right here is the girls' locker-room" Ben said as they came towards a door.

"Can we go in?" Nick jokingly asked.

"You might not want to. Those girls can really be aggressive if upset. I learned that the hard way" Ben said. What he means was that once he wandered in there by accident, and, well, the girls weren't too happy about it.

"Oh hey, it's that loser again" Rex said as he walked up to ben. "Oh, and you have a little friend" He must have forgotten that he also met Nick on the bus this morning.

"What do you want?" Nick asked.

"Well, I was gonna show some girls my awesome powers, but I decided to mock you guys first" Rex said.

"You know, I wanted to spend the day with someone I like, not someone like you" Nick said.

"Dude, no one here dis-likes me"

"Well, it's pleases me to be the first"

"Acutely, you're the second. I dis-liked him first" Ben said. Nick started laughing, which annoyed Rex. Rex was about to say something when there was an explosion in the girl's locker room. Shocker came out of the explosion, with some debris on his shoulder.

"Shocker?!" Ben asked. "What is he doing here?!"

"Oooh, a fight!" Nick said in excitement.

"Okay kids, listen up: I may have walked into a bunch of changing girls, but I didn't harm them. Well, until they started throwing things at me. But here's the deal: I won't harm you. All I want the tan teenager" Shocker said.

"Sorry pal, I'm not for sale!" Rex said.

"Are you challenging me?"

"Yes!" Rex said.

"Well, this is going to be interesting" Nick said. He grabbed his phone and started recording the fight that was about to happen. Rex started advancing towards shocker, but shocker got out of the way and shot Rex back. This fight continued for a little while, and shocker was winning. It wasn't before long until Rex laid on the ground, injured. Shocker stepped on his back, holding his fists to rex's face.

"That was easier than I thought" Shocker said. Shocker started charging up his attack, that looked like it could kill him. Rex was trying to heal, bu it was doing it's job fast enough.

"Uh, I have to use the bathroom" Ben said as he left.

"What? Now?" Nick asked.

"Yes, now!" Ben said as he left. Nick just kept watching the conclusion of the fight, and started thinking to himself.

_This is the city's "Oh so great" Champion? What a joke._

"Dude, stop trying to kill me!" Rex shouted as he noticed shocker charging up his blasts.

"I won't kill you; you're far more valuable to me alive!" Shocker said. "Now, are you gonna be a good boy and give up nicely?" Shocker asked as he pointed his fist at Rex's face. If you can tell me what movie that quote is from, good, because I honestly cannot remember.

"Not if you trash the school like that!" Spider-man said as he came in. Using trhat awesome sling shot technique; he shot in, kicking shocker in the face. During this portion of the fight, Nick still stood there thinking to himself.

_This spider-man, he's more powerful. He's the superior one in this fight_. _This guy should be the city's champion, not that rex loser._

It wasn't before long when Ben webbed shocker on the wall, after managing to defeat him. He then walked over to Rex, who had finally healed.

"Another team up, sweet!" Rex said. This comment made Ben really angry.

"Okay, I don't think you're getting this" Ben said as he helped Rex up. "This wasn't a team up. It was you, ready to die, and me saving you at the last minute!"

"Isn't that a team up?"

"Get this through your thick skull: A team up is when two super-heroes-Like batman and superman for example-acutely try to fight the villain together. Me having to save you because you never took karate as a kid is the exact opposite of a team up! You suck at fighting, and I'm starting to think you're just doing this for attention!"

"Don't all superheroes do it for attention?"

"NO! Batman does this because his parents were murdered by a criminal. Flash does this because his mother was murdered by a criminal, and he wants to find the guy who did it! I do this because someone I really cared about was killed by a criminal, and I felt like I could have prevented it!"

"You don't know me, though. No one ever paid attention to me. Is it wrong I want attention?"

"It's wrong if you try doing it in a way that you're no good at!"

_Wow, this is like an episode of ! _ Nick thought.

"My parents don't remember when my birthday is! In fact, they don't even remember they have a son!"

"I'm sorry you were neglected so much, but that has nothing to do with this! If you want attention, try acutely hitting the bad guy with those smash hands or whatever! But screw up again, and you're screwed, because I'm not going to help you anymore!"

"I use to think you're cool! Now I see you're just a jerk!" Rex said. Ben swung away from the fight, not wanting to talk to Rex anymore. He went behind the building, so he could change back to Ben.

"You know, he's got a point" Nick said as he stopped recording. "You're not going to get anywhere as a superhero without knowing how to land a punch"

"Shut up" Rex said as he walked away. Nick walked forward, and looked at shocker.

"I'm sure the guy in the dark armor heading towards the school isn't going to be happy with you" Nick said to shocker. He turned the other way and left.

"Well, this horribly back fired"

"I'd agree" someone close by said. Shocker turned around and saw a man with a dark, complex suit, with a nice chest. It had a red oval in the center, two rectangles next to it at an agile, and two things that look like the blades of sithes next to them, which were pointing down. He was wearing some sort of mask, which was a mix of star lord and Optimus prime's mouth plate from the first three Michel bay movies. This was a super-villain known as darrkus, who is one of my friend's OCs. Don't worry, I asked her before I used him.

"BOSS! I wasn't expecting you come so quickly! I'm so-"

"Shut up!" Darrkus said as he pulled shocker off the wall. He noticed two teenagers coming by and he shot a hole in the wall, allowing him to escape.

"What was that?" One of them asked.

"I don't know, Elina" Another one answered. Knowing well what would happen if everyone saw him, Darrkus flew towards somewhere where he was sure no one was listening. He landed in a dark ally of an abandon street and threw shocker on the ground. He rolled shocker over with his foot so they can meet eye to eye.

"My patience grows short. Why have you not caught that teenager yet?" he asked.

"Well, I almost had him in that school, but then spider-"

"I DON'T WANT TO HEAR SPIDER-MAN BEAT YOU!" Darrkus shouted as he kicked shocker in the ribs. "The only reason I broke you out of prison was because I can't go out in broad daylight. I'm too recognizable. If I went out like this, the avengers would catch grip of me and send me back to that hell-hole they call a prison. And let's face it; I'll kill those power puff girls, and no one wants to see me murder a child. The reason I broke you out so you can retrieve my father's stolen work. I thought you could handle it. But I was wrong"

"Sir, give me another chanc-"

"I'M DONE GIVING YOU CHANCES!" Darkkus said as threw shocker against the wall. "I will find the boy myself. As for you, well-" darrkus pointed his finger at Shocker, with a glow coming out of the end. "-Maybe you won't be such a disappointment, in death" he shot a giant beam at shocker, which blew up the building behind him. If it killed shocker is up to debate.

"Now if you excuse me, I have some business to attend to" Darkkus said as he walked away.

**Okay, kind of a lame chapter, but the next chapter will be a lot more exciting! Honest!**

**see you all next time!**


	16. Spider-Man VS Rex

One week ago, Rex had it pretty bad. He was neglected, no one in school noticed him that much (Except for his friend stormy, but that name was more of an Easter egg towards my friend so he won't be appearing in the story any more. Just pretend Rex forgot all about him) and he felt useless.

But after that encounter with spider-man, his life changed. He managed to get superpowers, everyone loves him now, and he's even the mascot for Pepsi! Everyone sees his face on TV, YouTube, and even busses, and there isn't a person in the USA who hasn't seen his face. And because of all of the things he's been doing (Advertising, appearing in shows, Etc.) he is now a celebrity and rich. He now owns a mansion somewhere in the nicest neighborhood in new York (Which (judging by shows such as Teenage Mutant ninja turtles, Fantastic four, avengers, and more I can't think of at the moment) is hard to find. If that's false, I don't live in New York, so I have an excuse) And he has lots of cool stuff. Merchandise, body guards, chiefs, and a car. He also has sweet room with a forty inch plasma TV, an X-Box one, and posters of Bikini chicks and skaters everywhere. That sounds like my kinda place!

Ben walked by the mansion and stared at it for a while. He was wondering why he was doing all of this. And then eh started to wonder-what if Grandpa Max hadn't died? Would he be like this? Ben tried not to think about it too hard by checking out the gate. It was really big, it had "RS" molded onto the top, and it even had a body guard. Imagine him looking like Sanji from one piece.

"What do you want?" The body guard asked when he noticed Ben.

"Nothing, just looking" Ben said as he looked up.

"Fantastic, isn't it? Sir Rex Really managed to get a winner, huh?"

"Sir Rex?" Ben asked.

"That's what he requested for us to call him. He thought it sounded cool"

"I'm sure he said that" Ben said as he walked away. Why didn't he want to look at the mansion anymore? Well, he wants to go to Stan Lee's comic shop to pick up the newest issue of Batman. He also saw Kylie down the street and he wanted to talk to her.

Inside of Rex's mansion, his parents are hosting a party, talking about their son's success. Everyone-The mayor, an Ex-Criminal, and a girl Rex had a crush on in middle school to name a few-came, and they were all celebrating. They were popping champagne bottles and talking about how awesome Rex is.

"Yes, we're pretty damn proud of our son" Rex's father said as he sat down with his mom. Okay, since in the show Rex is from he had no clue about his past so he didn't really have parents, I'll give his parents' names: his mom is Lucy, and the dad is Chester.

"He's been so successful" Lucy said. "His website has over forty million hits!"

"That's great!" the Mayor said. "He's way better than that vigilante spider-man!"

"He has a website?" The Ex-Criminal asked. Let's name him Noah.

"Yeah, his girlfriend set it up for him!"

"Wait, isn't his girlfriend Randessa Flame, the teen model?"

"Yeah. She's posed in more Bikinis than Michael Jackson's had top ten hits!" Lucy said.

"She is pretty hot" One of Rex's friends there said. Let's name him Jason.

"Should I get some more champagne for you guys?" The girl (Let's give her a name: Holiday) asked.

"Yes please!" Chester shouted.

Outside, Ben could still hear everything that was going on. He kept walking towds kylie, who couldn't help but notice Ben eavesdropping on Rex's parents.

"By the looks of it, they are really enjoying themselves" Ben said to himself as he walked towards Kylie.

"What's going on in there?" She asked.

"Heck if I know" Ben said. "It's sounds like they are over glorifying him. Again"

"I wonder what everyone sees in him" Kylie said. "He seems like a jerk"

"Funny, I met someone yesterday who thought the same thing"

"Nick?" Kylie asked.

"Yes nic-Wait, how did you know that?"

"I've known nick for years. He was practically born 3 month before me"

"What kind of relationship do you have with him?!"

"Well, he's my cousin, so a nice one"

"Oh" Ben said. For a second he thought he had some competition.

"What do you think Rex is doing up there?"

"Making out with Dove Cameron?" Ben joking suggested. Kylie chuckled.

"Yeah, that wasn't really funny, was it?"

"Nope. Well I gotta go Ben; I promised I'll take my sister to her ballet lessons"

"Okay. Bye" Ben said as he walked away. HE just kept walking, hoping to get to Stan lee's comic shop. "I wonder if they got angry birds transformers #1 yet"

At the entice where Ben was not too long ago, someone in a dark hoodie with a logo that looks like a ultralink from max steel walks towards the guard. He stands the for a little while, unknowingly to the guard. As soon as he's done lighting his cigarette, he looks up and sees this guy.

"What do you want?"

"I want to get in" The guy in the hoodie said.

"Sorry pal, no can do. Do you personally know Mr. Salazar?"

"Mr. Salazar? Who the hell is that?!"

"Sir Rex"

"No, but I do have personal business with him" the hoodie guy said.

"Sorry pal, I'm not allowed to-" the hoodie man grabbed the Sanji lookalike by the neck and threw him aside. The sanji look alike tried to grab his phone but the guy kicked the phone away, so now Sanji can't call the cops.

"Don't worry about me, I'll let myself in" He then smashed the gate open with his foot. He walked for a bit before looking at the sanji lookalike. "You also might want to stop smoking, those things kill you" the guy said to the guard as he walked in. inside, Rex's parents are still talking and are laughing their heads off.

"Well guys, I hate to say it, but were out of champagne" Jason said as he walked in.

"Aw man!" Noah said.

"Ms. Salazar, what was the most embarrassing moment you remember with Rex?" Holiday asked. Rex's parents struggled to think of one, since they neglected Rex for so long. It was so hard they just decided to make something up.

"Oh yeah, There was one time when he-" His mom was about to finish when something blew down the door. The guy who shot it down walked in and saw the looks of shock on everyone's faces.

"Sorry about the mess, no one came to the door, and I rang four times" he said.

"Who are you?" The mayor asked.

"Oh, you probably don't recognize me like this. Let me show you a form of mine you might be more familiar with" the guy in the hoodie said. "E-TURBO! ACTIVATE!" soon (like either power rangers or sailor moon) he had a transformation sequence. First his body turned solid white right when armor started coming on him (Kinda like Iron man) soon forming Darkkus, who stood right before everyone.

"Oh my god, are you Darkkus?!" Holiday asked.

"Yes, I am!" he said. "Now where-"

"Dude, you are so freaking cool! I saw you fight the avengers, and I couldn't stop but think about how awesome it was seeing you and ironman and hulk duke it-"

"SHUT UP!" Darrkus shouted. "I'm not here for you morons, I'm here for Rex. Now where is he?!"

"Well, if you want to get to Rex, you'll have to go through me!" Rex's dad said. Darkkus smiled.

Outside, Ben was walking down the street reading one of the few comic books he picked up at the comic book store. It was that angry bird transformers one that recently came out, which I really want to read. Hey, I love the app, I love transformers, and I love comic books. Is that so wrong?

"This is a really weird idea" Ben said to himself. "Interesting but weird" he kept reading when he saw the guard lying on the ground next to him. He looked at the guy and saw that this guy had been beaten up, and he saw a cigarette lying on the ground next to him.

"Are you alright?" Ben asked. The gurd didn't answer. "That doesn't look-" Suddenly he heard a window smashing from the mansion and Chester flew out. Ben slung a few webs towards where he was sure Chester was going to land and he went towards the mansion. Chester landed on the webs and saw Ben run away. Ben changed into his spider-man costume, and headed towards the mansion.

"What has that idiot gotten himself into this time?"

Upstairs, Rex was sitting on the bed playing a M-rated game on his Wii-u. He currently was in a mission nicknamed "Bloodbath" when the door blew down and darkkus walked in. Rex ignored him and kept focusing on the game, which made darkkus blow it up.

"HEY!"

"Don't you know those rot your brain?"

"Okay man, to things: One, who are you, and second, what do you want?" Rex said, transforming his arms into his smash hands.

"You" Darkkus grabbed Rex by the neck, and he blew a hole in the wall.

"Aw man, that was my Keeah McGrath poster!"

"Oh boo hoo" Darrkus said as he jumped down. "That's a real shame" He threw Rex on the ground and kicked him. He turned Rex over and kicked him again, making Rex groan. He picked Rex back up, with looks of death in his eyes.

"What do you want from me?!" Rex asked.

"The nanites in your body. My father was working on those before he died. They were supposed to be mine and I want them back!"

"Sorry dude, they're kinda attached to me"

"Oh really?" Darkkus said as he made a sword come out of his wrists. He tried to cut Rex to make him bleed but nothing happened. He tried again, but nothing happens. And again. And again. And again.

"That's odd, this usually works"

"Oh yeah, as addition to changing any part of my body in a kick butt machine I also have un-breakable skin. So you can't make me bleed"

"Oh really?" Darkkus said. "Then that calls for Plan B"

"I don't know what plan B is-" a voice from behind darkkus said before he got kicked in the head. "But I hope it involves leaving the super hero wannabe alone" The guy who said that was Ben, who managed to get to the battle on time.

"Oh, you must be the spider-man I've heard so much about" Darkkus said.

"So you finally came around to me, huh?" Rex asked.

"Uh no, I just wanted to fight a guy that the avengers fought" Ben said.

"Everyone just loves to bring that up!" Darkkus said.

"Well it is kinda cool" Rex said.

"So spider-man, have you come to rescue the boy?" Darkkus said, ignoring Rex.

"I just said I wanted to fight you. That kid could rescue himself from getting his shirt stuck in the door" Yeah, I couldn't really think of something that was easy to escape from. If you know a better one, let me know.

"HEY!" Rex shouted.

"So, you think he's worthless, don't you? Well guess what-" Darkkus moved his hand towards Rex. "-you're about to be proven wrong" Rex got up, and walked towards spider-man, and looked at him strangely.

"Okay, what was the poin-" Rex then punched spider-man in the jaw, making the former land on the ground. How his spider-sense didn't warn him about this no one knows. "Huh?!"

"See what I'm saying?" Darkkus said. Rex then made his hand into a sword and tried to slice Ben in half. Luckily his spider-sense _did_ warn him about this and he got out of the way, letting Rex cut a mailbox behind him.

"The heck dude?!" Ben asked.

"It's not me!" Rex said as he tried to use his smash hands to-well-smash spider-man. Ben jumped out of the way and saw Rex freaking out as he made that giant cannon thing on his arm.

"You better be aiming at that that ugly totally spies movie poster behind me" Ben said when he saw the cannon.

"I'm not doing it!" Rex said as he fired at Ben. Spider-man jumped out of the way and Rex ended up blowing up a huge chunk of the building behind him.

"I'm sure that Nick would make an anime reference here" Ben said to himself. Go to the One Piece wiki and search "Buggy balls" and you'll get what he means. And no, it's not what you think. They're cannon balls.

"Now do you think Rex is worthless?" Darkkus said.

"Okay, I put my foot in my-" Ben then noticed darkkus' hand was still raised, and he started thinking: Rex saying it's not him that trying to attack him, this really powerful guy that once fought the avengers that was standing there, the fact Rex is trying to kill him all of the sudden, it could all mean one thing-Rex was being controlled.

"What is this? That blood bending thing from the nostalgia critic's review of the last Airbender?" Ben asked.

"No, it's a power I call the Ito Ito no Mi. I am able to control Rex like a puppet, but not his mind" if you know where I got that name from, good for you. Although it's not very hard to guess.

"So he still has his own free will?"

"Yes, it's just useless" Darkkus said.

"I can see why you went up against the avengers. You're pretty though"

"Well I certainly am tougher than that building" Darkkus said. Ben had no idea what Darkkus was talking about until his spider-sense went off. He quickly turned around and noticed the building behind him that had somehow still be standing up to this point started falling over. Pieces of durbis started falling won as the building was head towards spidey. He tried to get out of the way, but all of the building ended up falling on top of him, trapping him.

"That takes care of that nuisance" Darkkus said. Rex got up and tried to punch Darkkus, who just smacked him. "As for you, I think it's about time you fell asleep" he held out his hand, and Rex suddenly felt sleepy. Rex soon collapsed on the ground, sound asleep.

"Sleep tight, because this is going to be the only chance for sleep you're going to get for a while" Darrkus the n picked up Rex and flew off.

Rex woke up and found himself someplace unfamiliar. It was completely dark, and all he could see was himself. He stood up and saw a bright light, and he felt the need to walk towards it. He did and on the other side he saw a whole bunch of people trying to work on something strange. Something they were feeding into tubes. Something that looked like a bunch of nanities like the ones that affected him. Then all of the men turned around, having weird faces that look like the first monster that sailor moon faced. Or the demons in the video for Fallen Under.

"huh?!" Rex asked. He then noticed they were all coming towards him, shouting "Kill the tall one, KILL THE TALL ONE!" He started running away from them until he saw spider-man standing there, not looking happy.

"You're pathetic Rex, no one likes you" he said. Rex tried to turn around an run away, but the scientists came at him. "You're gonna die, and no one will miss you" soon everyone grabbed Rex, and spider-man grabbed a tool when Rex heard "Wake up. Wake up. WAKE UP DAMMIT!" then he heard someone snap his fingers, and Rex opened his eyes. He saw himself strapped down onto a table, unable to move. He also saw Darrkus standing there, looking at him.

"Finally, you're awake"

"What happened?"

"Oh, after I killed spider-man I used an ability on you known as "Endless nightmare" in order to knock you out. For some reason I keep forgetting only I can tell it to stop"

"How many powers do you have?!"

"More than you. But that's unimportant. What is important are those nanites"

"Sorry dude, I can't just take them out. I'm not even sure how they got in me!"

"Well, I'll tell you. Those nanties were created by my father. You may have heard of him, he was quite popular. His name was Miles Edward Dread. He and his partner Max Tennyson were a genius duo, and they started working on the nanite-"

"Wait, I thought Otto Octavius created the-"

"DON'T INTERRUPPT!" Darkkus shouted. "Anyway, my father worked for years on those projects, because he wanted to create a perfect super solider. One better than Captain America. But it all went downhill when his partner quit. What happened was that Max noticed everything my father was doing was illegal. It wasn't too long before Max was fed up with some of these projects, and he didn't want any more to do with it. He took one experiment-a genetically altered spider-and left. Then my dad was all alone, but that didn't stop him. He worked on this project himself for hours, even ignoring his own son, which disappointed his son greatly. And these projects drove my father insane, making him very abusive. One day, he died in his sleep, and all of his projects were sold to oscorp. Ever since I wanted to get those items back, so that I may become more powerful than anyone could imagine, and then I can take down the avengers!"

"Then what happened?"

"What happened? You. I hired shocker to try and get those nanties back but he failed, and got them implanted in you instead. And from what I've seen, you've been playing around with them, as if they were some sort of toy. I was fed up with shocker so I decided to take them myself. And seeing as how you can'y hold your own in a fight with a dirt dish, I'd say you're time on this earth is up"

…

In the rubble that fell on spider-man, noting moved. A few bird used the place as a rest room, and a few people looked at the rubble. For hours they laid there, with spider-man trapped underneath them. But all of the sudden, part of the rubble had started moving, and out of it came Ben, who's spider-man outfit was torn. He also was really injured, but because he wasn't a normal human, he survived. Any normal human would have died in that situation.

"Lucky I wasn't trapped under too many rocks" Ben said to himself as he got up. He tried to walk but he was really weak. He saw the sky was much darker then it was when he was buried in the rubble, and he checked his watch. He saw that it was now ten o'clock, and that Rex was nowhere to be seen.

"Okay then, I better start looking for-" Then Ben stopped because he remembered what he said previous chapter. "Nah, I'll let him handle this one on his own"

"He's gonna kill that kid you know" someone said to Ben. Ben turned around and saw shocker, in a similar concision he was.

"What happened to you?"

"I ticked off darkkus. And you don't want to tick off darkkus"

"Yeah, I kinda got that" Ben said. "How are you alive?!"

"he missed. But that's not important right now. Listen, I want to get back at darkkus. I can help you!"

"And give me one reason why I should"

"Because if you don't, you'll never find that kid. And if you don't find him, it's almost like you killed him yourself"

"huh?"

"Listen, I know you. You don't like to kill people. But leaving someone to die to me is a lot like killing him yourself"

"I said I was done trying to save him"

"But if you don't, what does that make you? Think, what role models do you have? Do you they might want you to save that kid?" This made Ben think really hard. He then had a memory of Grandpa Max-

_When Ben was ten, there was a kid he knew named Jackson. And he (at first) didn't like Jackson. Jackson liked things such as Yu-gi-oh and Pokémon, and Ben really didn't stand him. Grandpa told him to try giving Jackson a chance, because he had gone through something similar as a kid. Ben often refused, because that's how ten year old boys are._

_One Day Grandpa Max took Ben and Gwen to the park, and Max let them spate to two groups. One was him and Gwen, the other was Ben._

_"Gwen and I are going for a walk. I'm sure you can go to the playground, Ben"_

_"But I want to go on the walk with you!"_

_"Sorry Ben, we're not sure you'll like it" Ten year old Gwen said._

_"And I'm sure you'd rather go to the playground than go for a boring walk with me" Grandpa max said. Ben walked away and was heading towards the playground. He thought he could finally go on the slide because Gwen wasn't with him because she wouldn't let him go on. If you read this story all the way through, then you might remember that from a previous chapter. _

_He kept walking when he happened to see Jackson being mugged by three bullies who wanted his bike. He was trying to think of what to do, but he had no clue. Should he stand up, even though didn't like the kid? Ben then thought about something-he watched a lot of power rangers. What would they do in a situation like this? That was when Ben did what he did._

_ "HEY YOU JERKS!" he shouted. "Why don't you pick on someone your own size!"_

_"He technically is the same height as us" One of the bullies said._

_"Oh hey, it's that stupid power rangers kid from school" another one of the bullies said._

_"What do you want?"_

_"I want you to leave him alone!"_

_"really?" One of them asked._

_"Or what, pipsqueak?"_

_"Maybe I can answer that" Grandpa Max asked as he walked up behind the two kids. Ben was just as surprised as they were when he saw Grandpa Max._

_"Oh crap, it's an adult!"_

_"I'd say you might want to stop bullying this kid before I tell your parents. Got it?" grandpa max said._

_"Yes sir! Come on, there's an ice cream cart nearby!" the other kid said as they ran away. Ben helped Jackson up and helped him get his bike up._

_"Thanks" Jackson said. He and Ben started talking for a while and they soon became friends. In fact, they're still friends today!_

_When grandpa Max took him and Gwen home, he told Ben "I'm proud of you"_

_"Huh?"_

_"You stood up to those bullies even though you don't like that kid much. It was the right thing to do and I'm proud of you. I hope you make more good decisions like that in the future"_

Ben snapped back to the present when he noticed shocker was trying to get his attention.

"You do realize that if you just had a flash back I couldn't see it, right?"

"Yeah. Show me the way"

"Huh?"

"We're going to bust Rex out and take down Darkkus. And you said you were going to help me"

"Why the sudden change of heart?"

"Your words reminded me of someone I once knew, and I don't want to disappoint him"

"Okay then, fallow me! I'll show you how to get to where Rex most likely will be held"


	17. A Team Up

**Sorry for the wait, I was having a bit of writer's block. but when I got more ideas, I started writing this chapter nonstop. So, I hope you enjoy!**

It took about half an hour to reach Darrkus' hide out. They kept turning at random points, trying to sneak around cops, but not before long they arrived at their destination. When they did, ben looked at it, and thought it looked strange. It wasn't that big, and was chipping paint everywhere. The doors were busted, and the inside looked trashed. Ben looked at the top of the small building and saw the letter on the top. They were pretty rusted, and they looked like more letters were missing. The grass nearby was either fully grown into a weed fest or dead, and there was a dead tree that was tipped over on the lawn, as if it got struck by lightning. There was also a rusted flag pole with a burned flag on it, which was trying to flow along with the wind. But because of the holes in it, it couldn't.

"This is Darkkus' evil lair?" Ben asked. "What a dump"

"This wasn't always a hide out. This used to be a school" Ben thought for a bit and looked at the letters again. He noticed the letters on the top originally read "New York high" and that the flag pole had a American flag on it.

"What happened?"

"Who knows? Maybe Darkkus blew it up when he fought the avengers, and he thought nobody would dare to look here for him"

"That would be my best guess" Ben said. Ben walked in and tries to get around how all of the lockers were hanging off the last of their hinges, or that most of them were off their hinges completely. He saw lots of burned possessions, like photos, love notes, books, and a weird thing that looked like an ultralink from max steel in all of them. He also saw a note in that last one that read:

_They insult me. They bully me. Everyone here is my enemy._

_But they'll pay. They all will pay!_

"Sadist much?" Ben said to himself. He kept walking to where shocker was taking him.

"Funny thing is, I used to go to this school" Shocker said.

"Huh?" Ben asked.

"I know one place in this entire building-or what's left of it, anyway-where he might hold someone hostage" They walked by as Ben saw class photos of the high school residents.

"So how long until we reach this place?" Ben asked.

"it's on the second floor" ben picked up one of the burned photos and saw a teenager with a familiar looking thing on his dark jacket.

"Do you think Darkkus went to this school by any chance?"

"Who knows?" Shocker said. They walked towards a closed door, and tried to open it. It was sealed pretty tight, so they couldn't just push it open.

Inside of the room, Darkkus walks up to Rex, with some sort of device in his hands. He places it on Rex's chest, where it makes some sort of strange nosie.

"What is that?"

"It's something I worked on in high school. It was meant to extract any fluid or metal from and object. That dreaded science fair only gave me a C- minus for it just because it almost killed a student"

"So what are you plaiting it on me for?!"

"Isn't it obvious? This thing will extract every one of those nanites from your body, and only then can I plant them in my body!"

"That sounds wrong on so many levels"

"What a shame" Darkkus said. "Now, what I've gathered on your body while you were unconscious-"

"That also sounds wro-"

"SHUT UP!" Darkkus said. "Anyway, from what I've gathered if these nanties are ripped from your body, you will cease living"

"So that means you won't do it, right?"

"No, I'm not that nice of a person" Darkkus said. "Now hold still-this is going to hurt. A lot"

Back on the outside, Ben and shocker have tried everything. Throwing trophies at it, running into it, trying to kick it down-but nothing was going to get that door to move.

"Now what?" Ben asked.

"STAND BACK!" shocker said. He pointed his fists towards the door, and started charging up a blast.

Inside, Rex starts screaming as he feels great pain. Pain caused by the removal of his nanties. Darkkus look at a needle where some of the nanties were being fed into. Take a wild guess what that was for.

"It's such a shame you must go out like this" Darkkus said sadly as he got closer to Rex. "Captain America was thought to have been dead protecting the world from the tesseratc. Superman was killed protecting the world from doomsday. Spock was killed trying to protect the starship enterprise. Those are heroic deaths. Dying because you are no good at fighting and the villain was able to capture you-that is so pathetic"

Outside, shocker fired his attack, and it blew down the door, getting darkkus' attention.

"Why didn't we try that first?" Ben asked.

"Didn't come up" shocker said. Darkkus saw both spider-man and shocker standing there, much to his shock.

"What are you two still doing alive?!" Darkkus said.

"We're not that easy to get rid of" Spider-man said.

"Very well then" Darkkus said as he injected some of the nanites into his arm.

"Shocker, you free Rex. I'll take on darkkus!"

"You?" Darkkus said. "Take on me? HAHAHAHAHAHAHAHAHAHAHAHA! You think someone as weak as you can take on me?! Just try" Spider-man tried to punch darkkus but he just disappeared. Suddenly, he reappeared right behind Spider-man, ready to bash his skull, when spider-man's spider sense went off. Ben jumped out of the way and Darkkus smashed his foot into the floor.

"Impressive, how did you dodge that?"

"A sixth sense, and it doesn't' let me see de-wait, I used that joke already" Ben said. Shocker ran over to rex and pulled off that device, making rex scream. Shocker threw it on the ground and blew it up, and Rex was still screaming.

"STOP SCREAMING!" shocker said as he freed Rex. "This isn't Saw!"

"Huh?"

"Oh, yeah it's an R-rated movie that has a lot of screaming in it" Shocker said. I honestly have never seen saw but I know the plot so that right there is a guess.

"wait, you're that guy that tried to kill me at the high school!" Rex said, suddenly remembering who shocker is.

"Relax, I'm on your side now!"

"That's what Anakin Skywalker said!" Rex said. I'm not going to explain what he means by that, because you would have to be an idiot not to know. If you don't, just watch the movie "Star wars, revenge of the Sith" then you'll know.

"Okay, Darkkus tried to kill me, so I'm betraying him!" Shocker said. "There, is that proof enough that I'm on your side?"

"If you two could stop bickering like a married couple I could use some help here!" Spider-man said as he jumped out of the way of one of darkkus' attacks.

"Stand still bug!" Darkkus shouted.

"Make me, darky!" Ben shouted. And apparently darky is a word. How weird.

"Darky?" Rex asked. "Is that the best you can come up with?"

"You try something!" spider-man said as he got out of the way of a desk. Ben dodged this, but then he heard a few sounds he didn't like. He looked at the floor and heard those noises getting louder.

"Oh no" Ben said right before the floor he was standing on caved in, making him drop on the floor below.

"Stand back" Shocker said as he pointed his shock blasts at Darkkus. "I'm going to take down this-" Darkkus rushed up to shocker, which kinda scared him.

"boo" he said. Shocker turned around and tried to scream before Darkkus punched him in the face, which made him fly out of the window and into the building next to him.

"There goes your hope for survival" Darkkus said.

"Maybe spider-man and Shocker couldn't stop you, but maybe I can!" Rex said.

"You?! HA! You think someone as weak as you could stop me?" Darkkus said. Rex tried to punch Darkkus but Darkkus used his Ito Ito no Mi to make Rex freeze in this tracks.

"You don't understand, do you?" Darkkus said. "There's one thing you possess that's not going to let you win this fight. And you know what that is?"

"My good looks?" Rex asked.

"No. Your ego. Someone like you can never defeat someone like me. You are like a cartoon hero. You don't have to face though threats like me, you rely on your good looks and your fan base. You're a jerk. It was your ego that got you into your mess, and now it's going to get you out" Darkkus walked closer to Rex and grabbed his throat.

"Now, any last words before I crush your windpipe?"

"Just one" Rex said as he kicked Darkkus in the crotch. "BOO YA KASHA!" Darkkus felt so pain that he dropped Rex. Rex tried to transform and use one of his attacks to crush Darkkus, but they wouldn't activate for some reason.

"This proves my theory. You see, that was a dumb, childish move. You might have a chance to stop me if you didn't have such a huge ego"

Meanwhile, downstairs in the cafferita, spider-man gets back up, and scrapes some expired food off his shoulder, much to his disgust.

"My god, this food must have expired back in 2006!" ben said as he tried to scrape the rest of it off. He slung a web at the ceiling, ready to get back up when heard a noise that sounded like something was bursting through the ceiling. He turned around and saw Darkkus and Rex falling to the floor. They soon hit it, causing it to crack.

"Look who decided to drop in!" spider-man said.

"HOW ARE YOU STILL ALIVE?!" Darkkus said as he got up.

"Well, considering I'm not a normal-" spider-man was about to finish when he saw Rex, beaten and bleeding from his mouth. "What did you do to him?!"

"Oh, him. Relax, he's not dead. Not yet at least" Darkkus said as he threw Rex into the wall. "Now to get rid of you"

"I don't get what your problem is" Spider-man said. "What did he do, post a trolling comment on your YouTube video? Rex did nothing to harm you. You're going to kill him for no reason. That's just sick and wrong!"

"I'LL TELL YOU WHAT'S SICK AND WRONG!" Darkkus said as he grabbed Ben by the neck. "Being bread in a tube in order to be a super solider. Being neglected by your father, having everyone in school pick on you! Having the name of your father's partner, making you relive those horrible memories!"

"Wait, what are you trying to say?"

"I didn't blow up this school during my raid on new York. I blew this place up two years ago because I couldn't take these a-holes anymore. Every single one of them mocked me, and insulted me"

"So you take pride of killing teenagers just because of some bullies?"

"I didn't mean to kill them. I was furious and my powers went out of control. But when I looked at what I've done, it felt good. I realized all of my problems would go away if I killed them"

"Sorry to hear your depressing story, but what does that have to do with Rex?"

"Rex contains my father's work in his blood. But I'll spare you the details" Darkkus said as he generated a red sword. "You're trying to distract me from killing this egomaniac. And for that, you'll have to die"

"I DON'T THINK SO!" Rex said as he rammed Darkkus in the back, causing Darkkus go drop ben and go flying into the wall.

"I swear, I'll beat something if I had to listen to more of that back story" Rex said as he helped ben up.

"Kinda funny how you acutely wanted to help me instead of yourself"

"Well, that's because he kinda convinced me to have a change of heart" Rex said.

"Please tell me that means you aren't going to try and kill me"

"He told me my ego is what got me into this mess. And he's right" Ben was proud of Rex. He was about to say something when he saw something on the ground. He bent over and picked it up, and realized it was darkkus' mask.

"Hey, this must have flown off when you hit him" Ben said.

"Huh. I guess we have a little trophy then" right when Rex said that, they heard a Noise coming from the direction that darkkus flew in.

"Damn you" he said as he pulled some rotten food off his face. Ben and Rex were shocked when they saw his face. They were expecting Darkkus to look old. Maybe to have a mustache and a goatee. Maybe have a hair style that looks like Zoro's. But they were wrong. Darkkus got up and they saw he didn't look like a tirant. He didn't look like someone who killed 2000 people in two days before the avengers fought him. In fact, he looked like he was eighteen!

"What?!" Rex said.

"You mean to tell me that one of the over lords of darkness-is a teenager?!" Ben asked.

"Well, you two have seen my face. You know that if you've seen my face, then you will have to die"

"Really?" Ben said. "That is the dumbest thing I ever heard" yeah, that was my reaction when I said this line in my head. Darkkus grabbed a table and threw it at Rex, who used his body to block it.

"Why didn't you use your big freaking sword or whatnot?" Ben said as he tried to help Rex up.

"My powers aren't working" Rex said.

"It's because of how many nanites have left your body" Darkkus said. "You can't use your powers again until they replenish themselves. But unfortunately you are going to die before that happens"

"Okay, how are we going to stop this guy if I have no powers?" Rex said worryingly.

"Try and be batman" Spider-man said.

"Yeah, he always manages to beat up criminals even though he doesn't even have powers" Rex said. Darkkus kicked up a folded chair and kicked it towards Rex and ben. Luckily both of them jumped out of the way.

"Okay, do you have a plan?" Rex asked.

"Nope. We just wing it" Ben said as he dodged a rotting piece of meatloaf.

"Wing it?! What kind of plan is that?!" Rex said as he pushed a table over, dodging some blast Darkkus was shooting at them.

"Look, I'm sure that Zack or whatever his real name is has some sort of kryptonite! We just need to find out what it is"

"First of all, my name is Max" Darkkus said as he appeared right behind them.

_Wait-max?! _Ben thought. _He has the same name as grandpa! _

"Second of all-" here he kicked Rex in the face. "-try and find my weakness. It's not gonna happen" he turned around and saw ben shoot some webs into his face, and he helped Rex up (again) and they ran into another room. It was big, there was a desk with a skeleton on it, and there were a lot of books.

"What is this place?" Rex asked.

"Judging by all of these books, I'd say the school library" Ben said as he walked. He walked over to the Sci-Fi section with Rex. Ben picked up a book and started reading it, trying to see if he could find an idea. "Well, nothing in the booked adaption of Star Wars"

"What about this?" Rex said as he was holding a book with Luffy, Zoro and Nami on the cover. "It's kinda confusing, but-"

"Rex, that's a manga. You're supposed to read it backwards" Ben said.

"I was wondering why the cover looked like it was on the wrong side. Give me a second" Rex said as he read it correctly. "Hey, look at this: Here, Luffy defeats Ax hand Morgan"

"I've seen it before" Ben said. "My friend loves one piece"

"But look at how he defeats him" Rex said. "He beats up Morgan, and he gets distracted by helmeppo pointing a gun at Coby. Luffy tries to save his friend but doesn't notice that Morgan is right behind him. Morgan is just about to kill Luffy when Zoro comes and saves luffy. Maybe we should use that strategy"

"Well, it did work. But that's just a manga. We shouldn't-" right when Ben said that his spider-sense went off, alerting him of an object heading right towards him. He grabbed Rex and jumped down, seeing darkkus standing right there. They had a neat little hiding space, and darkkus had no clue on where they were.

"Come out, you cowards!" he shouted.

"Rex, are your powers still not working?"

"Let's see" rex said. He tried to make his smash hands but nothing happened. "Nope"

"Then you might have do this the old fashioned way" Ben said.

"Okay" rex said as he ran up behind darkkus. "HEY, DARK MAX! YOU SUCK!"

"Well well well, isn't it Rex" Darkkus said. "Nice of you to come out and play. I'm guessing your powers still don't work?"

"Yeah"

"Now where's spider-man to bail you out at the last minute?"

"He left this building. I told him to. This fight is between you and me!"

"Very well. Try and stop me" Rex ran up to Darkkus and tried to punch him. Darkkus used his itto itto nomi to make Rex freeze in time.

"Are you ever not going to fall for th-" Darrkus said right before something shocking happened. Somehow Rex managed to break free of this power and he punched Darkkus in the face. Darkkus went flying into the teen vampire romance section (thank god) and he crashed that and the next three bookcases down.

"how-how the hell did you break free of the Itto Itto Nomi?!"

"I, I don't know" Rex said. "But I have a guess: this time, I'm wanting to take you on!"

"How stupid! You couldn't hurt a fly, what makes you think you can harm me?"

"Because You're right. My ego is what got me into this mess. I've made many mistakes since I had those nanties infect my body. But now I'm ready to kick your butt!"

"Though words" Darkkus said as he got up. Darkkus remembered he took some of Rex's nanites and tried to use them here by turning hid hand into a buzz saw. But somehow it doesn't seem to work.

"What?" darkkus asked. "How come it's not working?!"

"Simple: maybe once those things bond with a being, they'll only respond to that being"

"Why you…" Darkkus tried to punch rex but he missed and ended up smashing into the romance section. Nhe tried to fight rex but rex kicked him in the face, making darkkus spit out some blood.

"Give up yet?" Rex asked darkkus.

"Not yet" Darkkus stood back up and seemed like he did nothing. He just stood there; looking like he wanted to be beat up.

"What's he doing?" spider-man said while sticking the ceiling.

"Dude, are you having a seizure or something?" Rex said.

"No. I'm charging up my attack" He said.

"Attack?"

"Remember when I said I killed everyone that was in this school two years ago?"

"Yes" Rex said.

"I'm going to use the same ability on you. I'm going to blow you up, and if I'm lucky, I'll kill everyone else in a twenty miles radius"

"Huh?" rex said. He started running towards Darkkus and tried to punch him, but darkkus just reflected it.

"Nice try. Now you can't stop me, even if you have your powers" Darkkus said.

"dude, I think it's time for you to come in!" Rex shouted at spidey.

"What in blazes ae you talking ab-" right when he said that, spider-man jumped on Darkkus and tried to annoy him.

"Get off me, vermin!" Darkkus shouted as he tossed spider-man off of him. He started trying to blast the web crawler but the latter just jumped out of the way each time.

"STAND STILL SO I CAN KILL YOU!"

"nah, I don't feel like it" Spider-man said as he jumped out of the way.

"You shouldn't have come back spider!"

"Who said I left, dark max?"

"DON'T CALL ME THAT!" Darkkus shouted as he tried to kill the hero.

"You know, if you keep trying to shoot me with those laser blasts, it's not going to work" Ben said.

"Fine" Darkkus said right before he punched ben. Ben felt something on his chin and he wiped it off. He looked at it and realized it was blood.

"Great, now I'm going to have to explain to my parents why I haven't seen them in over 12 hours and on why I'm bleeding"

"What?" Darkkus said as walked over to ben. "Did you say your parents?"

"Um yes; why?"

"You mocked me for being eighteen years old. That right there is the pot calling the kettle black" Darkkus said as he grabbed spider-man. "You know, now I'm curious as to what you look like under that mask"

"Would you be surprised if I look like Chris Hemsworth?" ben said as darkkus tried to rip off his mask.

"Very funny" Darkkus said as he continued.

"You wanna know something?"

"What?"

"I'm just the distraction"

"What the hell do you mean dis-" right when he said that, Rex managed to regain his powers and formed his smash hands. Ben jumped over and held Darkkus in an arm lock as rex started running towards darkkus.

"NOW REX!" spider-man got out of the way as Rex used hands and punched darkkus in the face, send him crashing through five walls. By the time he stopped he was knocked unconscious. Ben got back up and saw rex, who's arms turned back to normal. He stuck out his hand, asking rex for a hand shake.

"Okay, that counted as a team up" Ben said.

"Sweet" Rex said.

"Okay, the cops are on their way, and since their squad leader hates my guts, I'm going to have to leave right now"

"What did you do to tick him off?"

"Who knows? Maybe I was born" Ben jokingly said. He slung a web at the last post and swung away. While he thought it was cool that he and rex took down someone who nearly killed the avengers, he also felt a bit upset. He knew that being the jerk he was, Rex was probably going to take all of the credit. In fact, he probably wasn't going to mention that spider-man was there at all. At least darkkus was going to jail-until he finds a way to break out at least.

…

The next day. Ben got up, brushed his teeth, ate his breakfast, and he went to Facebook to see the trending today.

"let's see: North Korea is still getting crap for that Sony hack, Keurig recalls many coffee makers due to burn injuries, a new band is coming out with an album featuring foo fighters, ah here we go: Darkkus defeated by-two heroes?" ben clicked that trending topic and watched an interview Rex had with a newscaster.

"Tell us, how did you manage to defeat darkkus all by yourself?" The new caster asked.

"I didn't. Spider-man helped me. He made me realize I was being a jerk with my powers. If it wasn't for him, this guy probably would have killed me by now. Spider-man thought I was misusing my powers, and he was right. Where ever you are, thanks buddy" Rex said.

"Nice kid" Ben said as he shut off the video.

…

Somewhere in an apartment, someone has a recording of the news on a he is polishing a sword. He keeps looking at his beautiful weapon when he hears the part about "Spider-Man" the man curiosity re-listening to that part, over and over again.

"So, this kid got help from spider-man, huh?" he said. "That might cause a dent in my plans. No matter, I'm sure I can still pull this heist off" the man said as he looked at a map of new York city, most of which had had marks like "Stupid cops, easy to rob, didn't stand a chance"


	18. Stealth Samurai

Nighttime. You know what it's like at night time. Street lights turned on, stars out in the sky, the full moon, it's quite a sight to behold. What's even nicer is that nearby there's a new jewelry store opening up, and there's many who would like to try and get their hands on their expensive jewelry. The owner knew this, so he had the entire place rigged.

First he installed a security system so high tech you'd think Dexter Banner created it. Second of all, he hired four guards that if someone managed to hack the security system they would beat him up. These men were fully equipped, with walkie talkies, guns, Tasers, flash lights, batons, night vision goggles, so much stuff on them that you'd think that they worked for shield or something.

"Now I'm only going to tell you this once" The owner said. His name is Mike Smith, and ever since he was eighteen he's wanted to open a jewelry shop. "The security code is 2005. Now I want you all to be on your highest guard. There's lots of people who would love to get their hands on this one of kind Jewelry. So if someone breaks in, you can either beat him up or call the authorities. Got it?"

"Yes sir"

"Don't make me regret paying you in advance" Mike said as he walked out of the building. He set the security code, setting the alarm. He walked away as he hummed "Ain't no sunshine" to himself, unaware he was being watched.

"Let's see, a security system, four guards, and lots of jewels. This is going to be easy" he said as he jumped down. He remembered what he saw mike press, so he hit the keys in the correct order, shutting off the security system. He opens the door and walks in, much to his amazement.

"So many nice jewels!" he said in excitement "I don't know where to start!" He took a small knife and started cutting circles in the glass case because he knew if he just smashed them then someone will hear him. He pushed the circle out with the same knife and caught it, because if it fell on the floor, it'll break, attracting attention. He took his man purs-er, I mean grab bag and hid some jewels in it, and it was amazing. This guy was so fast, it was almost like the jewelry disappeared.

He looked at the guard and snuck up behind him, and hit him in the spine.

"one down, three to go" he said to himself. He quietly walked into another room where another cop was pacing back and forth. He did the same thing to this jewelry case, and he walked quietly behind the guard. Once he took all of the jewelry, the guard turned around and started trying to fight this thief. This came to no avail, as the thief (in addition to being fast) also seems to be good at hand to hand combat. Not before long the guard was on the ground unconscious, and this thief continued on his heist.

"Two down, two to go" This criminal said as he made his way into the next room. He hacked into the register and took all $300 that Mr. Mike had put in the register (you know, for change if the customers paid in cash) and put in his bag. He saw the guard walk into the room, and he knew if he didn't act fast he was going to be spotted. So, he snuck into his grab bag, picked up a diamond, and threw it at the cop, knocking this one unconscious.

"No wonder girls like these things so much" he said as he snuck away from there. "Funny. I'm done robbing this place, but there should be at least one more-" This thief was interrupted by what sounded like someone singing beat it by Michael Jackson. Loudly. The thief walked quietly behind this guard, and watched as he even did all of the dance moves from the video. The thief really enjoyed this performance, and when it was over, he let the guard know he was there because he slowly clapped and said "that was really good. Do you happen to know smooth criminal?"

"What the-?!" the guard asked. What happened next was a blur for the guard, for all he saw before darkness was the thief's green fist coming towards him.

After that, the thief left, leaped onto a high building, and took out all of the jewelry he had stolen. He was amazed at how well the heist went off, and how many jewelry he had stolen.

"That was flawless" he said as he marked the store off the map. "And that "spider-man" wasn't even there to stop me. I wonder what he was doing instead"

"Let me out of here, you son of a-"

"Now now now, nobody likes a potty mouth" Ben said as he slung a web on the criminal's mouth. If you're wondering what happened here, Ben basically webbed this guy into a cocoon, and he wasn't happy about it. Ben slung away from the crime scene (after calling the cops of course) and headed home, because man was he tired. This criminal was so good that he managed to run from the P.O.P.O (stands for Pissed Off Police Officer. Learned that from my old man, much to my mom's dismay) even though all he was stealing were the Transformers RID 2105 wave one shipment. This guy apparently loves colleting transformers so much he was willing to steal them. How strange.

So after chasing the man who was driving a car he painted to look like bumblebee from the first three movies for a few hours, he stopped him and webbed him up. He had no idea how hard it was to stop a guy who was just stealing some toys before they hit shelves. But now that that was over, he got home, changed into what he usually sleeps in-a T-Shirt and boxers-and got into bed, ready to snooze away.

However, he wasn't so lucky, because less than a minute later his mom went into his room, waking him up.

"Come on Ben, you're going to be late for school" his mom said. Ben got up, really disappointed. He looked at his clock and saw it was Six AM, and he quickly changed into some different clothes, and ran down the stairs.

"Hey dad, have you seen my backpack?" Ben asked. He kinda mumbled this, so he had to repeat it before his dad could tell what he was saying.

"Right over there" Carl said.

"Ben, you look awfully tired. Did you not get enough sleep last night?"

"I guess" Ben said as he took, a bit out of a waffle. He was so tired he didn't notice it was still frozen.

"The bus is here" Sandra said. If you're wondering why I renamed his parents my good reader Araneae Siqua told me what their real names are, and let's face it, my names sucked. Thanks Araneae Siqua, I don't think I'd ever remember their real names. You rock! :)

"Okay" Ben said as he walked out the door. When he got on the bus he just sat at a random seat, not caring who was sitting next to him. All he could think about was how tired he was, which extended to the point where he took a power nap in his traveling buddy's (used for lack of a better term) lap.

"Um, dude, everyone's staring" He said as he tried to wake Ben up. Nick was right behind him and was trying his hardest not to laugh.

"Ben, wake up" he said as he tugged at Ben a little bit. "Kylie's nearby"

"Huh?" Ben said as he woke up. "Oh, I fell asleep in your lap, didn't I?"

"Yeah" the guy said. Nick was still trying his hardest not to laugh. Let's talk about this guy. He is tall, has blond hair, and had blue eyes. This is Ben's friend Jackson. I've mentioned him a few times before, and he had a slight cameo I think it was two chapters ago, but now he makes a full appearance. Also, one thing I should probably mention is that he is probably the only person who Ben willingly told he was spider-man. Hey, they're best friends. They tell each other everything.

Anyway, Ben, now upset he had embarrassed himself, sat up and stayed there quietly.

"So, how many criminals did you take down last night?" Jackson whispered.

"Two. One that was easy to take down, and one that was really bizarre" Ben whispered back.

"What happened?"

"Well, this guy was a HUGE transformers Fan. He even painted his Coverlet Camaro to look like bumblebee. He also had a gun that he painted to look like the original megatron. It was so funny!"

"Really?"

"Yeah. What he was doing was he was robbing a Walmart to get his hands on the new transformers toys before they hit store shelves"

"Wow" Jackson said. "So did he nail you?"

"No, but man was he fast. I swear, he's like blurr's cousin!"

"What are you two talking about?" Nick asked.

"oh, um, I was talking about…a video game!" Ben said, saying the first lie that came to mind.

"So you took a nap in this guy's lap just because of a video game?" Nick asked.

"My name is Jackson, and yes. Yes he did"

"How funny" nick said right before he laughed.

When they got into the school, Ben walked into his locker, trying to get out a book he needs for his history class. Gwen walked up to him, getting his attention. She looked rather upset, and ben wondered what was up.

"Hey Gwen, is something bothering you?" Ben asked.

"Rex" Gwen said. You may remember Rex from the previous ark in this story. And you may remember I said Gwen had a crush on Rex. Where the heck is he now? Well, he cancelled all of that merchandising he had with advertisers, he sold his mansion, he moved into an apartment in Manhattan, and basically is trying to be a good super hero, not a commercial one. And this pissed off Gwen so much.

"Hey, it's his career. He can try a new path if he wants" Ben said as he walked away from his locker. "Maybe he realized being like a cartoon superhero wasn't the right thing to do"

"Him leaving is spider-man's fault, isn't it?" Gwen asked.

"It is NOT my fault. It's more like darkkus'" Ben said. "I just, gave him advice to move on. Besides, it was probably a stupid little kid type crush you had on him"

"But still, I kinda miss him. It was fun having a superhero come to this school"

"Oh, and what am I?" Ben asked. "Chopped liver?"

"I meant a super hero that everyone here knows is a superhero. Not just two people" Gwen said. They kept walking a bit when Ben noticed a guy that Kylie was talking to. He was about as tall as she was, he wore glasses, had blue eyes, and short black hair. He looked about a year younger than Kylie, and she looked like she knew him well.

"Hey Kylie" Ben said.

"Oh, how rude of me" Kylie said to the person she was talking to. Ben would have never thought he would hear Kylie say that. She's always so kind. "Ben, this is a friend of mine. His name is Andrew"

"Who's he?" Andrew asked.

"My name's Ben" Ben said as he held out his hand. "I'm a friend of Kylie"

"Really, how long have you known her?" Andrew asked.

"Since sixth grade" Ben said.

"Neat"

After that, they had a few classes. None of which are important to this story. They're not setting anything up, and their not giving any hint to major plot points. All except for gym.

"Okay, this is the usual. You guys have to climb this rope with slipping off. Nakadai, you're up first" their gym teacher said. If you don't know, Nakadai is Jackson's last name. His father was Asian but his mother was American. Anyway, Jackson climbed up on the rope, and he almost got to the top, but his grip gave out in the last minute, sending him falling onto the mats below.

"That's a shame. Kennedy, you're next" The teacher said. If you don't know, Kennedy is Andrew's last name. Andrew managed to make all of the way to the top of the rope, and he jumped all of the way down.

"Impressive" The gym teacher said. "Tennyson, it's your turn" Ben walked up to the rope and thought for a bit. He wasn't going to let anyone know he could probably get up the rope and back down with no problem. He wanted to keep his identity as spider-man a secret, so he knew he had to fake. He got on the rope, and he didn't even try to climb on the top. In fact, it kinda was like that scene in Up when Russell tried to get on top of Carl's head so he could climb up the hose and get to the house. This failed when he couldn't climb up the hose, and ended up sliding down. That is what Ben did here. He fell on the floor, and pretended to be hurt.

"Good job at keeping your secret" Jackson whispered as he helped Ben up.

"That was pathetic! Stone, you're up next" Kylie grabbed onto the rope, and climbed up all of the way to the top. She slipped however at the last moment, and Ben rushed to catch her. She fell into his arms, kinda like the way a groom would hold a bride after the wedding. She looked at him strangely, and he let her down. Ben then quickly looked away, embarrassed as heck.

"Smooth move" Jackson said.

"Shut up" Ben said as Kylie walked away.

"Well, now that that's over, arroyo, it's your turn" Nick went towards the rope, and he had a full grip of it the whole way through. He then let go, and did a flip in the air, and landed on his feet. Everyone applauded for this, as if they had never seen anyone in this school do that before.

"Wow" Gwen said. "That was really cool"

"Thanks" Nick said.

At lunch, everyone was talking about something unique. Sam, Clover and Alex over at table five were talking about a boy they like, Mac at table three was talking to his friends about some sports advent he really enjoyed, Billy and Mandy at table seven were talking about Billy's pet dog that died, and Mandy wasn't being very kind to him about it to name a few. If you can spot all of the Easter eggs there good for you. You'll get an internet cookie.

Jackson and Ben were sitting at a table by themselves, talking about that transformers psycho.

"So he really had you pinned down for a minute and pointed his gun at you and said 'I've waited an eternity for this. It's over, spider-man'?" Jackson asked.

"Yeah"

"And let me guess, your response was "NEVER!" as you punched him into the face?"

"Well, yes, but he didn't fall of a ledge and hit his back on another part of it before hitting the ground. It just knocked him back a bit"

"What else did he say?"

"Well, earlier I put a giant spider-web at the end of the street, and his reaction was 'GET THE EFF OUTTA MY WAY!'"

"Oh, I remember that part!" Jackson said as he started laughing. "That was the best line in the movie!" you might have had to see Transformers Age Of Extinction to understand what he means. I won't spoil it for you if you haven't seen it, but all I'm saying is that it was a really funny part.

"Hey what are you talking about?" Andrew asked as he sat down with Ben and Jackson. All of the other tables were taken so he decided to sit with them.

"Oh, um, a really funny movie Ben was watching" Jackson said.

"Really? What movie was that?"

"Umm, transformers: Age of extinction"

"Oh, I never seen those movies" Andrew said.

"Really?" Ben asked.

"Yeah, my parents won't let me watch them. They're kinda overprotective" Andrew said.

"Welcome to the club" Ben said. "My parents don't even know I've seen that movie"

"Really?"

"Yeah. When we went to go see the newest one, Jackson told them that we were going to go see How To Train Your Dragon 2"

"Neat plan. Mind if I use it sometime?" Andrew said. Ben started laughing for a bit. After a while, Andrew decided he wanted to talk about something he found interesting. "Hey, did you hear about that robbery last night?"

"The transformers Psycho?" Jackson said. "Yeah that hal-"

"No, the other one. A Jewelry store opening up soon was robbed blind. The robber was really fast, and the injured guard only described him as wearing a green exo-skeleton"

"How come I've never heard of this?" Ben asked.

"Remember?" Jackson whispered. "Mr. Peter Welker?"

"Oh yeah" Ben replied. "Still, that sounds like a pretty good heist"

"I want to meet the guy who did it" Andrew said.

"So do I" Ben said.

…

After school Ben walked out and went behind the building next to the school. He didn't really want to ride the bus back home so he was just going to use his wens shooters. Besides, it's more fun. Ben had finished putting the two web shooters onto his arms when he heard what sounded like footsteps coming his direction. He quickly slid his sleeves up and tried to make it look like he was tying his shoe when he saw nick come into view. Hey that rhymes, I think.

"Um, Ben the bus is that way" Nick said as he pointed with his thumb.

"I'm gonna walk home" Ben said as he got up.

"Why?"

"I think I can use the exsecrsize" Ben said. I'm sure you know what he's saying but I just have no freaking clue on how to spell it. If you can comment below the correct spelling, I'll think of something to give you.

"Okay then" Nick said as he walked away. Ben was glad that Nick finally left, so now he can continue with what he wanted to do.

…

When Ben got home, he went on face book to see if this robbery was on the trending topics. And what do you know, it is. So he clicked on the trending topic and watched an interview of one of the beaten guards.

"Hello, my name is Joanna James, and I'm currently interviewing an injured security guard" she walked up to the guard (who was now in a stretcher) and asked him "Can you tell us what happened?"

"Well, I noticed a guy come in, and I saw that he stole all of the jewelry behind me. I tried to fight him, but he was too fast. He looked like a green streak, and had a deep voice. One minute I was trying to beat him up, next I was on the ground, losing my consciousness"

"Well, you head it here first folks. The only evidence to what his attacker looked like is a green streak"

_A green streak? _Ben thought to himself. _Well, that's very helpful. _Ben then tried to look up more about this "green streak" but he couldn't find anything. He found photos shopped images of the flash colored green, but he didn't think that was useful. He tried to think of how else he could find him, but Then he thought of something: Maybe he could run into this guy. He grabbed his mask and changed into his spider-man costume and left out the window, hoping no one was walking by at the time.

Ben was swinging around the city hoping that he was going to run into this guy. He saw a jewelry store being robbed, and he thought that that guy must be behind it. So he went into the jewelry store , hoping to find this guy in there. When he busted in and made some sort of strange greeting (maybe something like "He hey hey, look how decided to drop in" only dumber) but realized it wasn't who he was looking for.

"It's spider-man!"

"Aw man, you aren't the guys I was hoping for"

"What does that matter? KILL HIM!" their leader shouted. This was a short fight, as spider-man quickly defeated all of the criminals. To be honest, there were only three of them. Ben swing away from the fight, and tried to look for this guy some more.

_Okay, so he wasn't at that jewelry store. _Ben thought to himself. _But where else could he-_ soon he heard someone was robbing a bank, so he decided to go investigate. _Please be him, please be him, please be him-_no use, it was just a woman, one that was a gold digger. Now I got that song stuck in my head. Just a sec-there, it's gone now. But now "Hey oh" by the red hot chili peppers is stuck in my head. Oh well.

"Well, I guess you came to fight me" she said.

"Who are you?"

"I'm the gold digger"

"Really? Cause I'm not saying you're a gold digger, but you ain't messin' with no broke, no broke"

"Oh hey, I love that song!" She said. Ben had no time to deal with her if he was going to try and find this guy, so he just webbed her to the wall.

"I gotta leave" Ben said as he left. The next few crimes he stopped were like this. A mugger who just wanted to be beat up by a super hero, a guy who just wanted attention, and a cat that was stuck in a tree, ben thought all of this was lame. He was looking for one guy, and he didn't find him. He was ready to give up and go home when he saw one more robbery occurring at a science museum, so he thought he'd check it out.

"This can't be any more disappointing than the last break in" Ben said to himself as he swung in. he jumped in and saw three guards on the ground, and they were bleeding.

"My gosh, what the heck happened?!" Ben asked. He tried investigating the guards to see what happened when he heard a noise come from another room. He slowly walked in, seeing someone holding a scientist by the neck.

"I-I-I don't know what you're talking about!"

"DON'T PLAY DUMB WITH ME!" the man's captor said as he threw him on the ground. Ben was shocked by this as he finally found who h was looking for-this guy was wearing a green exo-skeleton with a helmet that looks like a samurai helmet. He was wearing a face plate (one that looks like the thunder rangers from Power Rangers Ninja Storm) and what looked like a face mask under it, but it looked as if it were part of the helmet.

"Listen here pal" the criminal said as he pulled out his sword and pointed it at the scientist. "I know you used to work for Oscorp. I want to find out about your super solider system"

"What make you think I'll tell you?!"

"Well, look at my blade" he said. "It's terrifying, am I correct?"

"What are you saying?"

"Well-" the criminal sliced the desk behind him with the sword, making it fall in two. "If you don't give me the info I want, then, well, let's just say that you'll be in that desk's place"

"OKAY, OKAY! Ten years ago, miles dread sold his super soldier project to Oscorp. Otto Octavius started working on the contents for a few years, but made it more of a side project so he can complete his solar ray. I was helping him work on the super solider serum until I quit because I didn't want to work for Osborn anymore! That's all I know, I swear!"

"I can tell that you're not lying" the criminal said as he put his sword back in its scarab. "I would chat with you some more, but there's someone else here who wants to fight me"

"Huh?!" Ben asked as the criminal turned around.

"So, you're the one everyone calls spider-man. Funny how you didn't try and stop me at the Jewelry store yesterday"

"I was preoccupied"

"Really, well now that you're here, I'll give you a warm welcome" The criminal said a she pulled out three knives, all which were between his fingers. He threw them at spider-man, who dodged most of them, except for one that cut him on the arm. Ben grabbed it for a minute, and let go as soon as he saw this criminal was gone.

_Strange…_Ben thought. _He was right here. How could he have-_

"Looking for me?" the criminal asked Ben. Ben turned around to try and fight the criminal, but the criminal kicked him in the gut before he could even think about a strategy.

"How-how did you do that?!" ben asked.

"I've trained with my master Tsukino back in japan. Quite a jerk, but his skills were useful. He thought me to move as fast as that-" he then punched Ben, who did a lousy job of trying to dodge them. "He taught me how to fight, he taught me how to read and write, and he taught me to fight" Ben tried everything to fight this guy, but he just couldn't. This guy was too fast, and there was no way he would ever slow down. He knocked ben in a corner and pulled out his sword, ready to kill him.

"Any last words?" The criminal said. Ben was about to say something sarcastic, but the sounds of police sirens threw him off course. The criminal heard the noises, and he put his swords back in his scarab.

"You got lucky" he jumped out of the building and parkoured his way out of sight, when ben was trying to get his strength back.

"Who…who was that guy?" Ben asked. That was when he noticed a piece of paper on his back. He took it off and saw it said "I'll be back" With the Japanese letter for fire.

"I have a feeling I haven't seen the last of him" Ben said as he swung away from the building.


	19. Light 'em up

**Okay, if you couldn't read the last chapter, I have no idea what the hell was going on with that. It confused me more than you guys. I fixed it however, so if you haven't read it, do so, or this chapter won't make any sense.-Ninjanicktf**

Ben kept staring at the note that the criminal left last night. He couldn't stop thinking about what the heck this note's events will take place, or what's with the fire letter in the corner. Although, he didn't know it what it was, but he was determined to find out. He tried to think of someone that could help him, and he remembered Jackson probably could. So when he got on the bus, ben sat next to Jackson, hoping that Jackson would help him.

"Hey Jackson" Ben asked Jackson. "You can speak Japanese, right?"

"It's my second language, yes. Why do you ask?"

"I need you to help me with this" Ben said as he gave Jackson the note. "There's a Japanese symbol there and I have no idea what it means"

"Hmm" Jackson said as he looked at the note. "I don't know about the "I'll be back" Thing, but that right there is the Japanese letter for fire"

"I'll be back and a Japanese Letter for fire. What could that mean?"

"Who knows?" Jackson asked. "Wait, "I'll be back"-Hey, where did you get that note?"

"You know that robbery that Andrew was talking about yesterday?" Ben asked in an innocent tone.

"Oh, the one where that guy was so fast he looked like a green-oh my god, you went after him, didn't you?"

"What? No way, not at all" Ben said in a pitched voice as Gwen got on the bus. "Yes, yes I did!"

"Why?!"

"Because I wanted to!" Ben said. "I thought that if I wasn't busy with that transformers psycho, then I probably would be able to stop this guy"

"Dude, wasn't Darkkus enough for you?!"

"Well, I thought a change of pace is nice" Ben said. "A super solider and a ninja both taken down by spider-man. Wouldn't that be cool?

"It would, but that was dangerous and reckless!" Jackson said. "Then again, know you, I'm sure that you beat the crap out of him"

"Actually it's the other way around" Ben said.

"Really?!" Jackson said.

"Yeah" Ben said disappointingly. "After he left he gave me this note, and I have no freaking clue on what it means"

"Maybe it means that if you go out looking for him, you'll have to find a fire" Jackson suggested.

"Or maybe it could mean that he's all fired up" Ben said, trying to make a Natsu impression towards the end of that sentence.

"You have officially ruined that anime for me" Jackson said.

"Sorry" Ben said. "Still, this is very confusing"

"I'm sure he meant to do that" Jackson said.

When they got to the school, Ben still stared at the note, trying to figure out what it meant. He stood at the locker, trying to see if some book in there could help him figure out what was with the little mark in the corner. He thought Jackson's theory might be the most likely scenario, but there could be a more likely idea. He flipped though all of the books several times but he couldn't find anything on what it could mean. He was still look when he noticed Andrew walking up the hallway, humming Dream On.

"Hey Ben, what's up?" Andrew asked.

"Not much, just trying to figure something out"

"What out?" Andrew asked.

"This strange note someone passed me in class yesterday" Ben said. The olny reason he lied to Andrew was because he only met Andrew yesterday, so he didn't know if he could trust him or not.

"So it's like a riddle?"

"I guess" Ben said. "All I know is that this guy's handwriting is not that good and that that little symbol there is a Japanese letter for fire"

"Hmm,-There can be many definitions for this note. Maybe he going to start a fire, maybe he was going to strike a fireworks factory, the possibilities are endless!"

"Thanks Andrew, I'll keep that in mind" Ben said as he folded up the note and put it in his pocket. He kept walking when he ran into Gwen, who was just talking to Kylie about something. Gwen was laughing like crazy, but Ben had no clue what was going on.

"What's so funny?" Ben asked.

"Oh, just a story Kylie was telling me" Gwen said. "You want to hear?"

"I guess" Ben said.

"This is a story Nick came up with. He said that while he was walking home from a Justin Bieber concert-he said he was in a bet, but he lost-he was attacked by a gang of JacobxBella supporters from twilight, believing he was an EdwardxBella supporter. He said he really hates twilight, so he doesn't seen how anyone can make that mistake, but if they thought he was ZoroxSanji supporter instead of a LuffyxNami supporter, then he could see how he made that mistake. Anyway, they were singing Big Time rush lyrics in order to annoy him to death, then out of nowhere, Taurus-the perverted minotaur from Fairy tail –came out of nowhere and saved him, thinking that he was rescuing a hot babe. Nick walked away in sorrow, thinking that if he wanted to meet someone from fairy tail, it'd be either Natsu, happy, or Gray. Not a guy he had a hard time remembering the name of. He kept walking until he saw Sailor mars in a bikini, running away from G1 Soundwave, who was fighting G1 sideswipe. Sideswipe kicked soundwave in the chest and told every human to get as far away from the fight as possible. Nick kept running until he got near a fireworks factory, where he saw Mr. Jason using a lit fuse to light a cigarette, and him quickly running away because he realized that wasn't the smartest idea. And then-"

"That's a great story, but maybe you'll have to finish it some other time" Ben said, interrupting Kylie. "I'm trying to figure out what this note means"

"Let me see it" Kylie said. Ben handed her the note, and he told her that the symbol in the corner was the Japanese letter for fire.

"Well, the hand writing looks familiar, but I just can't figure out where I've seen it before" Kylie said. "But what I do know is that this item could be a message, telling you that whoever gave this will be back, and maybe it'll have something to do with fire. Maybe this guy would be attacking a fireworks factory and he'll try and set the place on fire, or something like that"

"Wow" ben said. So apparently Kylie's smart, funny, pretty and nice. No wonder ben likes her so much. "Thanks"

"You're welcome"

…

That night, ben took Kylie's advice, and tried to look around for a fire as spider-man. What he saw was a guy recording a music video, a woman doing a news cast on a fight between a monster and two robot looking things (one gold and one purple), and a man proposing to a woman. Not a guy in a green suit of armor that wore a helmet that looked like '03 shredder.

_So far, so boring_. Ben said as he swung over the Pokey Oaks Kindergarten. _This would have been nicer if I had brought my IPod. I could be listening to the all American-_Ben's thoughts were interrupted when he noticed a Justin Bieber concert nearby where he was swinging. One like the story that Kylie was telling him.

_Wait a minute-_ Ben swung close by to the Justin Bieber concert and looked at what was nearby. It wasn't Taurus, but he did see what was close by-a fireworks factory!

"That's weird" Ben said to himself. "That's just like the story Kylie was telling me-aw man, now I wish I had listened to the end" Ben then noticed something-Kylie said there might be a fire where the guy "Would return" Ben looked up and noted there wasn't a fire, so he thought he'd move along. He was about to leave right before he noticed an explosion coming from the side of the structure.

"Close enough" Ben said as he slung a web and swung towards the factory. He entered from the front door and the first thing that happened was his spider sense going off. Ben looked up and saw some debris falling, and he luckily did a back flip and dodged it. He also noticed a fire started right there, as if the fire started above where he was.

"Well, there is a fire here" Ben said. He knew he had to get out of there quickly, so he started hearing for the stairs. The stairs, however, were cluttered in debris, and the ones that weren't were damaged so much that Ben feared if he stepped on it, it'll break and the whole freaking star case would collapse with it. So he just stuck on the wall, and kept moving to the next room. He knew he was approaching the right room because he felt it getting warmer the closer he went. He kept crawling upward until he reached floor three, and he stood on the platform, and was glad it didn't collapse from under him.

When he walked into the room, he saw lots of debris falling down rapidly.

"HELLO!" Ben shouted in the room. "IS ANYONE IN HERE?!" Ben walked a little further and saw a guy tied up next to a few fireworks, which the fire was coming towards. He also had a scarf on his mouth, and look like someone beat him up before Ben got there. He rushed over to the hostage and turned him around.

"Hold on, I'll get you out of here" Ben said as he tried to untie this hostage. "How did you even get into this mess?!" the guy started mumbling something, and ben noticed the scarf was still on his mouth. Ben was about to remove the scarf when he heard a noise he really didn't like. Ben turned around and saw the fuses to the fireworks sparking, and that when he realized that those fireworks weren't going to fly up and drag the guy all over the place. They only had gun power, and you know what happens to a large amount of gunpowder if it touches fire. Or at least what I know from watching Tom and Jerry and Looney Toons my whole life.

"Okay, we've got to move quickly!" Ben said as he tried to free the guy of some of the ropes holding him down. He happened to find some broken glass-probably from when the criminal broke into the place in the first time-and he used a piece of it to free the man of his ropes. He then grabbed onto the guy as he jumped out of the window right before the gunpowder exploded. As he swung out of the building a second large explosion happened right behind him, but luckily he was too far away from it to harm him. When they landed on the ground ben took off the guy's scarf and asked him what was going on.

"I was just working as usual when I heard a noise come from the room where we make fuses. I walked in and saw a man walk towards me, who then proceeded to ask me about my previous job at oscorp-"

"Wait, you also used to work at oscorp?" Ben asked.

"Yes, why?"

"The last guy that got attacked used to work at Oscorp" Ben said. "Then what happened?"

"At first I told him I wasn't going to give him the information. He then took out a match box and lit one. He threatened me again to tell me what he wants to know. I tell him no, but then he threw the match on the ground, which caused a fire"

"So the first explosion was another round of gunpowder that the fire got to"

"Exactly!" The man said. "He gave me one last chance to tell him, but I refused. Last thing I remember was him saying "Very well then" right before hitting me on the head and blacking out before awakening tied to a box of fireworks that weren't ready yet"

"Intristing" Ben said. "So what did he want?"

"He wanted to know about the super solider project" the guy said.

"Strange" ben said. He remembered that Darkkus was from an earlier version of that, so it interests him that this guy wants to know about it. "Are you hurt?"

"Well, I'm not injured, but I have a giant lump on the back of my head" the guy said.

"That's great to hear" spider-man said "Make sure you tell the cops about this, alright?"

"Sure thing" as soon as he heard this, ben swung away from the man and the burning building.

_So this guy attacked two Ex-Oscorp employees. _Ben thought. _ Either that's a connection, or it's just a conscience. _Ben then landed as spider-man close to a building, where he was going to crawl on the wall because he realized he was almost out of web fluid. He thought this was okay because he wasn't too far away from home by this point. He was about to make another leap right before he noticed his spider-sense going off. He turned around and noticed a knife coming towards his face, and he quickly jumped back, hoping not to get impaled by the sudden weapon. This worked, as the knife hit a part of the building he was stuck to.

He went over to the knife and saw something was stuck on it. Something like a little note. Ben pulled the knife out of the wall he was on and pulled down the note. He held on to it was he swung home with what little web fluid he had left. He changed into his civilian clothes (Which he carried in a web sack on his back) and he walked towards the door of his house.

"Hey guys" Ben said as he opened the door, putting the note in his pocket.

"Ben, where were you?" Sandra asked.

"Huh?" ben asked as he walked up to the stairs.

"You were gone for two hours after school. Your father and I have been getting worried about you"

"Well, I was busy helping Jackson with something"

"Son, you have been missing classes, home late, and coming home injured. What's going on?" Carl asked.

"What are you talking about?" Ben asked. Hey, if he had to watch the Michael bay transformers in secret, then there's no way he was going to tell them that he was using his free time to rain justice on criminal scum. God that was cheesy.

"Listen, if something happened to you, we'd be devastated. As your parents, we have a right to know everything that's going on in your life"

"Listen mom, I appreciate your concern. But I'm sixteen years old. I can handle myself"

"Were just looking out for you" Sandra said. "But you have been missing curfew for several weeks now. What have you been doing?"

"Hanging out with Jackson" Ben lied.

"So you've been breaking curfew for weeks because of something you were doing with Jackson?"

"Pretty much" ben lied. He walked up stairs, and went on with his night.

"I think there's something he's not telling us" Carl said.

"I think that too" Sandra said.

When ben went into his room, he tossed aside his backpack, and he opened the note. If he wanted to find this guy, then he was going to have to read note after note. He took it out of his pocket, unfolded it and turned in the light, and started reading. The note read:

_Well, well, well. Good job spidey. You managed to save another one of the Ex Oscorp employies. You know, I really wished you would arrive earlier; I would have loved to have met you in person. Shame. You know, it was pretty good how you managed to figure out what my last note meant, and I'm sure it took you a while. If your so smart, then answer this: Tomorrow at midnight I'm going to be robbing a store. But wait, their's over 9000 stores in New York. Well, there's one nearby that has a huge parking lot, and it's tagline is "Save money, live better" try and figure that one out._

"Well, he used the wrong version of there and your, and he also misspelled employees" Ben said to himself. "This guy's grammar sucks, but he's clever. Now I've just got to think-what store's tagline is "Save money, live better?"

**Okay, I know that this was a short chapter, but to be honest, I didn't have that many ideas for this chapter. But the next one will be longer. Believe it! Sorry, I was watching Naruto as I typed that. see you all next time!**


	20. Shocking Secret

**Holy cow, twenty chapters! I'd never thought I'd make it this far!** **Thanks for all of the support guys! I hope you like this chapter. :)**

Ben tried to think of where the heck he had heard that tagline. At first, he circled through his head, trying to see which ones he knew. He remembered the state farm one, the one burger king used to have, Nationwide, but none of these helped him. He then tried to at some old catalogs he had lying around, but nothing happened to be it there. To be honest, they were just some target and toys-r-us catalogs he got in the newspaper. Even still, they were years old, with the toys–r-us one dating back to 2006. He went to go google the phrase, but the internet was out.

"Great, mom forgot to pay the internet bill again" Ben said to himself. He gave up and just decided to watch a little TV, and maybe then it'll come to him. As he turned on the TV to a repeat episode of the flash, ben heard his text tone (Which is the FNAF scream. Jackson dared him to do it and he thought it would be funny if Gwen just happened to be around when he got a text. Hey, that's the same thing my sister did) where he saw a text by Gwen:

_Hey, you're nick's friend, right?_

Ben just replied "yes, why?"

_Well, I noticed how cool he is-_

"Oh my god, you like him" ben texted back.

_First: I would prefer if you started it out with gosh. Second-_Ben didn't even care and he shut off his phone, and decided to keep watching. Right when he looked at the TV he noticed the commercial that was playing. It was an ad for Walmart, and it said tagline right as the commercial changed to n add for the big bang theory. Ben took the remote and rewinded the commercial, and listened to the tagline again.

_Walmart!_ Ben thought. _He's going to rob a Walmart! Wait, why would he do that? Wait a minute, he first two guys he attacked were ex-Oscorp employees. Does that mean another one works at a Walmart now?_

The next day on the school bus, Ben sat next to Jackson, hoping that he didn't want to talk to him. The main reason I did this was because I noticed this plot is getting repetitive. But don't worry, this chapter is going to have a HUGE change of pace. While Jackson was looking out the window he pulled but he note, and read it again. He has until midnight to find the right Walmart but he knew that he couldn't start until he had a chance to look go to the school computer. He had altered his note, writing down bits of the note what he knew what it mean (I.E the "Tagline" part was crossed out and Walmart was written on top of it) Ben then tried to think about how many Walmarts he knew were in the area when something startled him. The bus must have run over a speed bump or something, because the entire bus shook up, making Ben drop the note.

"No, dangit!" Ben whispered as he tried to grab the note as it flew to the back of the bus. He knew there was no way he could get the note back without making a scene.

_I'll just get it later. _Ben thought as he just sat quietly back in his seat. The note landed near a student's feet, who picked it up as soon as he noticed it. He quickly folded it up in his pocket, and looked over at Ben. E just grinned, and started thinking of what to do. Who is this guy? I'm not telling, all I'm saying is that we've already met him.

In math class, ben had sat down, still thinking about the note. He hoped no one else found it. He hoped that Gwen didn't find it because she'd be as worried as heck if she knew he was trying to stop a guy who almost killed a man in a burning building. This worry was exsqinguised when he got a new problem: a math test. One he was too busy too busy trying to find out this guy's next move that he forgot to study for.

_Aw crap! _Ben thought. Throughout the whole thing, he tried to think his way through it. This was a bit difficult, because he didn't understand half of the material. He tried to wing it, picking every choice that was most likely. He handed the teacher the test at the end, hoping he would at least get a B-. As the teacher was grading the paper, ben noticed one of the papers on the teacher's desk that was handed to him by another student. He saw a sloppy looking hand writing on the paper. One that looked familiar. He then realized it was the same handwriting as on the note!

"Looking at another student's test, Tennyson?" the teacher asked, bringing Ben's attention back to him. "If you want to cheat, it's a little too late for that"

"Uh, that's not what I was-"

"Go back to your seat. NOW" The teacher said as ben walked back into his seat. He sat down, wondering who that test belonged to.

Later on, ben was looking through his locker, trying to see if he could find the first note that "stealth samurai" (as ben dubbed him) gave him. He knew he should be worrying about something else, like how his parents were going to kill him if they found out he flunked a test, but that was shoved in the back of his mind.

_I've never thought about how hard it is to balance my school life and my super-hero life. _ Ben thought to himself. _When I was growing up, I remember reading batman comic books and watching power rangers thinking about how cool it would be to be like them. But so far spider-man has caused me to lie to Kylie, be late for school, flunk a test, and to lie to my parents. Yesterday everyone made fun of me for taking a nap in Jackson's lap because I was so damn tired! Man, this isn't as cool as I thought it would be._ Ben closed the locker and was about to walk away when suddenly, out of nowhere, his spider sense warned him that there was a knife coming toward him. He moved out of the way, and saw the note on it. On the back it read:

_I think you dropped this._

_Oh no. _Ben thought as he pulled the knife out of the locker. He put the knife in his pocket, and he opened up the note. It seemed the same from the first look, but a little section was added. Ben too one look at it. It read:

_Wow Tennyson, I didn't know that you and spider-man_ _worked together. He must be related to you somehow._

Ben looked behind him and noticed no one was there, so who ever threw the note quickly left before he could be spotted.

"Hey ben" someone behind him said grabbed that guy by the shirt and was ready to punch him in the face right when he realized it was Andrew.

"Please don't hurt me!" Andrew said as he closed his eyes.

"Sorry, you scared me" ben said as he let go of Andrew's shirt. "What is it?"

"That girl with the red hair and the green eyes you're often with is your cousin Gwen, right?"

"Yes, why?" ben asked. He thought that it was very strange that Andrew randomly was asking him about her.

"you know nick, right?"

"What are you trying to say?"

Andrew pointed into the hallway with a nervous expression on his face, making ben curious. Ben turned his head and saw something he didn't really expect. He saw Gwen and nick-smacking lips right in the middle of the hallway.

"What the heck?" Ben asked as he walked up to the new couple.

"Oh, hey ben" Nick said, with a worried look on his face as he disengaged from the kiss. He put his hand against his hair and closed his eyes, as if he really didn't want to see ben.

"Were you wo just making out in the hallway?" ben asked.

"Maybe" Gwen said.

"Oh my god, when you texted me last night saying that you liked him I thought you were joking!" Ben said to Gwen, who looked embarrassed.

"Well, you didn't respond to my text. I didn't know what to do, so I just told him how I felt about him" Gwen said.

"Wow"

"To be honest, I don't mind it" Nick said. "I mean, she is a ten"

"That is something no one wants to hear about their cousin" Ben said in disgust. Andrew happened to walk in by this point, and looked at the three in an odd angle. Nick was about to say something when he noticed the shape of ben's pocket.

"Is that a knife in your pocket?" Nick asked.

"Oh, that" ben said as he took it out. "I have no idea where it came from. All I know is that it t was some scary guy who was stalking me gave this to me" Andrew picked up the knife and looked at t, and immdentily was able to tell what it was.

"This is a small knife, usually used for cutting or slowing something down. It looks as if it was created in japan. It's authenticity I'm not too sure about, but this is a cool looking knife"

"Whoa tashigi" Nick said. Look up "tashigi one piece" and you'll know what nick means by this. "How do you know so much about this?"

"Because I've seen this knife in call of duty" Andrew said. Fun fact, Andrew is based on my cousin of the same name. But because he lives in Miami, and I live in North Carolina, I don't know much about him. So this video game thing is something I inserted myself. If I see him in February, I'll ask him about it.

"I've never liked that game" Gwen said.

"Makes sense" Ben said. "Hey, I'm going to the library to look up something real quick" Ben left the area, and as he left, Gwen and Nick started kissing again. Ben walked away, thinking about what Gwen said. Should he tell Kylie how he felt about her? I mean, they've been friends for years. Maybe she'd understand.

But he also thought about his responsibilities as spider-man. He didn't know if he could have a girlfriend and try and stop a guy as insane as the Joker from destroying the city at the same time. And what if they got together and he told her he was spider-man? He didn't want her to worry that one day he was going to go out and not come back alive.

His thoughts were interrupted when he heard Kylie calling his name.

"Hey Kylie, what's up?"

"Have you seen this?"

"If you're referring to Gwen and Nick smacking lips in the hall, I just saw that"

"Not that, this" Kylie said as she pulled out her phone. "Everyone says this guy wants to kill spider-man, and Ex-Oscorp employees. You don't think he would succeed, do you?"

"I've heard of him. What about him?"

"He published a threat note on spider-man" Kylie said. "It says that if he doesn't meet up with Roronoa-"

"Wait, who's Roronoa?"

"He's that samurai guy spider-man's been fighting recently. He says that if spider-man doesn't meet up with him, that he'll kill everyone spider-man cares about!"

"What?" Nick asked. "I'm calling bullcrap"

"What makes you say that?"

"First of all, how would he know who spider-man cares about? He only met him two nights ago. He would have to figure out who he is in order to do that. Second of all, I think spider-man said that he would meet this guy no matter what"

"Really?" Kylie asked.

"I'm certain of it" Ben said. Kylie smiled and put her pone in her backpack, and started walking to class, which was going to start in a few minutes. Ben was about to get to class when he noticed Kylie's phone fell out of her backpack. He rushed to pick it up, and he told Kylie about it.

"I'm sure you wouldn't want this to break" Ben said as he handed it to her.

"Thanks" she said as she put the phone in her pocket. Little did he know that someone was watching, and that this might come back to haunt him.

…

When ben got home, he had planned to make preparations to meet "Roronoa" tonight. He was going to make plenty of web fluid, make sure his phone was charged (So that he may try and grab a photo of this guy) and he was working on something special he was developing. It was some sort of tracer that he was thinking of placing on Roronoa so that if he gets away, he can just find him again.

However, something…unexpected happened. He opened the door, and saw his two parents both standing near the door way, and they looked like they weren't happy.

"Benjamin, we want to tell you something" Sandra said.

"Shoot" Ben said as he took off his backpack.

"After we had that talk yesterday, we felt if you were hiding something. So while you were at school, we searched your room, and we found something"

_Oh crap! _Ben thought. Ben couldn't believe this. First, he loses the note telling him about Roronoa's next attack, then he sees his friend making out with his cousin (to be honest it's piss me off if I caught one of my friends kissing my sister) and then he was concerned about how he felt about kylie, and now his parents found out about what Ben likes to do in his free time.

"Okay guy, I know what you're talking about, and I'm sorry I didn't tell you. I just didn't know how you'd react"

"Why would we be mad?" Sandra asked. Now Ben was confused.

"What?"

"I can't think of a reason to be mad with the fact that our little boy is in love!" Sandra said as she hugged ben. Ben was both worried and relieved at the same time. He was relieved that they didn't find out that those bruises he has were from fighting criminals, but he was worried how much they are going to baby him now that they found out how he feels about Kylie. Hey, that's how my parents would react.

"So, who is she?" Sandra asked.

"Huh?"

"I want to know the name of the girl that has stolen your heart!" Sandra said. What irked Ben more than the fact that his mom used such a lame expression was the fact that somehow new he had a crush on someone, but she didn't know who. Then ben realized something. In his closet there is a scrap of paper ben drew when he first met Kylie. It was something supposed to represent how he felt when he met Kylie, but he never finished it because his parents walked into the room. So he must have never put Kylie's name on there.

"Her name is…Julie" Ben said, saying the first name that popped up in his mind. "She…works at Froyo 101, and she's around my age"

"Oh how wonderful!" Sandra said. "I can't wait to meet her!"

"She might be working tomorrow" ben said as he went upstairs. _Great, if school and this zolo guy wasn't enough, now my mom knows like a girl. But I have to focus. This stealth samurai is going down!_

Later on, Ben got out of the window and went to go find the Walmart that this criminal is robbing. At midnight, ben rushed towards three different Walmarts. Luckily, he was wearing his civilian outfit at first, mainly so that he wouldn't' look stupid causing walking in the Walmart as spider-man looking for a samurai Jack rip-off. First one, he didn't see Roronoa, second one, he didn't see him, and he bought a Twix bar because he was hungry. The third one is where he got his money's worth.

Ben didn't even have to walk into the entrance to see that Roronoa was there. It might be because ben is becoming like batman, or when he went to throw away the Twix wrapper ben saw a security gerund who looked like he had the crap knocked out of him get thrown through the door. Ben went behind the gardening section and changed into his spider-man clothing, and rushed in.

When Ben entered, he was amazed at what a mess the place was. Several of the aisles' items were scattered all over the floor, lots of plastic wrap was torn and piled up, shopping carts were everywhere-it looked worse than a teenage boy's bedroom! And I should know, I AM a teenage boy.

Ben was wondering where exactly "Roronoa" guy was, when he saw the toy aisle was messed up. He fallowed a trail of plastic packaging, leading him to the check-out aisle. That is where he saw him.

"Okay, you used to work at oscorp right?" Roronoa asked as he held a blade the one of the cashier's neck. "I want some important info on Oscorp tower"

_Oscorp tower? _Ben thought. _That's strange. Why the heck would he want info on oscorp tower?_

"I'll tell you anything, just don't hurt me!"

"So then tell me, what's the security code?"

"Huh?"

"You know, how do I disarm every bit of security in the whole damn building?" Ronoroa asked.

"I don't know why you would want to-"

"Eli, is it?" Roronoa asked as he moved the blade a bit closer to his neck. "You see, to find you, I had to hack into Oscorp's systems. From what I can tell, you have a beautiful wife and two kids. What wasn't listed was the security code for the super solider serum. I know you used to work on that project, so tell me, what is the security code?"

"It's 20005! I swear!" Eli said.

"You know, he gave you what you want" Ben said. "You should let him go"

"You know bug, your right" roronoa said as he put his sword back in his scarab. "It's not him I want to kill here-it's you"

"You're annoying, don't you know that?" Ben said.

"You sound like Sasuke, you know that?" Ronoroa said as he kicked Ben in the gut. Fun fact: the reason I made Roronoa say that is because both Teenage Ben and Sasuke are voiced by the same actor.

"Really, can't you come up with some new material?" Ben said. "You did that like tree times last time!"

"Oh, I'm sorry" Roronoa said as he sucker-punched ben. "There, better?"

"Sort of" Ben said as he tried to punch his attacker. This is pointless, because Roronoa jumped out of the way. He then took his sword and tried to decapitate ben but ben did a back flip in order to distance himself from the attack; which impressed Ronoroa.

"Wow, nice reflexes" Roronoa said.

"Thanks, I practice" Ben said as he tried to jump towards Roronoa.

"So I guess when you fell off that rope you were faking it, Tennyson"

"What?" Ben said. Surely he couldn't have heard that right.

"Ben Tennyson. That's your real name"

"I don't know what you're talking about!"

"Don't lay dumb with me, I know everything about you! You're angry because your friend started dating your cousin and he didn't say so, you thought generator Rex was an annoying jerk, your parents are overprotective, and-best of all-you have a crush on Kylie stone"

_How?! _Ben thought. _How did he find out my secret? How does he know I like Kylie?!_

"I can tell you're thinking hard. You're trying to find out how I know such valuable information. Well I got some bad news for you-" This right here was when ben noticed roronora was gone. "-you shouldn't get distracted around me" ben turned around and saw his attacker kick him into a car, which somehow smashed said car.

"Wow, you're not putting that much of a fight" Roronoa said as he grabbed three knives. "I was hoping someone who saved New York from getting destroyed almost two months ago would at least try" Ben was trying think of what to do next, but he knew that his guy seemed to always have the upper hand. Roronoa was about finish Ben when he noticed clock on the store the car was parked in front of. The clock said it was 4 AM. Apparently Roronoa had some sort of special arrangement planned, so he put the knives away, and told ben he got lucky. He then left the scene, making Ben wonder what just happened.

Ben got up and slung a web, and swung away, still puzzling about what Roronoa said. How did he know that Ben is really spider-man? How did he know that he likes Kylie? And how did he know about the rope? Then it hit ben. All of the things that he mentioned happened at the school. So the only way he would know about Gwen and Nick or about the rope climbing incident is if he was there. Then ben remembered how on the note that Roronoa gave him had the same handwriting as a test he saw in math class. He then came to one conclusion.

Roronoa is a student at New York high. And ben was going to find out who.


	21. Night At The School

Ben spent the whole night trying to narrow down everyone in his high school who could be Roronoa. He knew that Kim from math class wasn't the answer since A: she was a girl and B: she doesn't have any interest in Japanese culture. He knew it wasn't Jackson because there's no way Jackson could sneak his way around a jewelry store without being seen, and because if Jackson sucked at darts, than there's no way he'd be so good at throwing knives, and-well, the list was long. He kept ruling out may other students for hours, but he didn't care how long it was taking him. He just cared about finding what he was looking for. After what seemed like hours ben FINALLY only had two people left on his list and he didn't like who he had there. These two were the most likely candidates.

They were his friends Andrew and Nick.

"How is that possible?" Ben asked in confusion. Neither of them look like they could be assassins. Ben knew he had to have made some sort of mistake. But his evidence was strong, as Nick is interested in Japanese culture, and Andrew knows how to use a weapon properly. Or at least ben thinks he does. Ben re did all of his evidence twice more but they all kept coming up to the same result. He really wondered how this was possible when he herd footsteps that were unmistakably his parents coming up the stairs. He quickly hid everything he was doing at the moment under his bed (right next to his copy of the explicit version of American idiot by green day) and quickly grabbed a book that he should have been reading for history class. He did this in such a rush that he didn't notice he was holding the book upside down.

"Ben, what have you been doing up here?"

"Nothing mom, just reading a book" ben said as he lowered the book, so he could make eye contact with his mother.

"You're reading a book that's upside down?"

"Huh?" Ben said as he looked at the book. "Oh, how silly of me! I was wondering why it seemed like a bunch of gibberish!"

"Listen ben, I know what you were doing up here" Sandra said as she sat on the bed next to him.

"You do?"

"Yes. You were just sitting here, thinking about the love of your life. I know how it feels, love is such -"

"Mom, please don't start with all of that"

"Why not? I'm happy that my little boy found the girl he wants to marry someday" Sandra said.

"You do know it annoys me when you call me your little boy even though I'm sixteen, right?" Ben said. Sandra looked at him with an "I don't like your tone"-ish face. "Sorry, continue"

"Still, I know what it's like to be in love. When I was your age I fell in love with this nice boy, and I wasn't afraid to tell him my feelings. You know who that boy is?'

"I would guess Batman but I have a feeling that's not right" Ben said, jokingly.

"Yes, it was your father"

"Listen mom, I know you want to give me advice on my crush, but don't forget, it's just a little crush. It's nothing too serous" Ben said. "I might be over it in a week. Please don't make it a big deal"

"Well, okay. But just know that whenever you need advice with a girl, I'm here" Sandra said as she got up.

"Got it mom" ben said as Sandra left his room. As soon as he knew that Sandra was gone, ben went under his bed and pulled out the files. He was still stumped on roronoa, hoping that he could determine which one of the two is Roronoa. He still had trouble figuring out whether it was nick or Andrew, which made this job a whole lot more complicated. So he started thinking of ways that he could find out more about Roronoa. But he thought for a way to find out who Roronoa was: The test. This got him thinking. When he goes to school tomorrow, he'll have to o find that test when o body is looking. Most likely when everyone was busy at lunch. He started writing down what he was going to do in his note book, which he was determined to put in his backpack. He had it all planned out, unware what was right outside is window. Someone wearing a black hoodie was watching him, most likely because he didn't want him to find out who roronoa was. His face was obscured by a silhouette, but this didn't matter. He knew Ben was on to Roronoa and he had a plan to combat it.

…

At School the next day, Ben tried to act as causal as he could. He didn't want to make a scene, he didn't want to attract any attention. His main concern was making sure that both Andrew and nick were present, and to find that test. He talked to his friends, he sat in class and listen to the teacher, and just had a normal day. If anyone looked at Ben, they wouldn't anything were wrong. They think he was just having a normal day.

He was standing in the middle of the hallway, talking to Kylie about something funny that happened to Kylie yesterday. I would explain it but I can't think of anything. All I can say is that it wa really funny because both of them were laughing like crazy. Ben was about to tell her something similar that happened to him last night when Jackson walked up to him, holding a big newspaper in his hand. As soon as Ben saw that he knew that his "keep calm" plan was soon going to be foiled, and he need to do something about it quick.

"HEY BEN!" he shouted at ben, which got the interest of Kylie. "Have you seen the"

"Will you excuse us for a moment?" ben asked as he put his hand over Jackson's mouth. He walked away with Jackson, much to Kylie's confusion.

"Okay then she said to herself. She just turned around and noticed Andrew walking up to his locker, and decided to go talk to him. As for ben and Jackson, Ben quickly moved back and went into the supply closet, hoping no one was looking. In there he closed the door, and took his hand off of Jackson's mouth.

"Okay, we're isolated now. What is it?" Ben whispered.

"Have you seen the news?" Jackson asked as he held up the newspaper. "Roronoa totaled a wal-mart last-"

"I know, I was there" ben whispered back.

"Yeah, ad from I heard he still got away"

"Yep, not my best moment. Listen, something bad happened-"

"Oh my god, nick and Gwen got to-"

"NO!" Ben shouted. This got the attention of everyone in the building for a second. Ben knew this because he heard silence outside. He waited for everyone to start talking again to continue. "It's about Roronoa. He knows something about me"

"What does he know?" Jackson asked.

"He-he knows I'm spider-man" Ben said.

"You're kidding, right?" Jackson said.

"You tell me" ben said. Jackson has known Ben for so long that he noticed whenever Ben was making something up or lying he makes a certain facial expression. Something like a small smile. Jackson knew that's what it looked like, and he knows that expression wasn't here. He knew Ben was dead serious.

"Oh god" Jackson said. "You know, maybe he was just guessing. Maybe he just-"

"He mentioned Gwen and Nick smacking lips"

"That doesn't verify anything. Maybe he was still-"

"He mentioned the rope climbing incident"

"I'm sure he-"

"He…" Ben was going to say the last thing roronoa told him he knew, but he instead tried to think of something else to say. The reason was because he never told Jackson that he has a crush on Kylie. He just didn't know how Jackson would react, and he didn't fell like telling him. The only person that new about his crush on Kylie was his grandpa, but he never told anyone else. So he just said something else that came to mind.

"He knows I read "Batman: The Killing Joke" and my parents don't even know about it" Fun fact: same here. I bet you any amount of money my parents don't even know what that is.

"Oh my. This is bad, this is so very bad!" Jackson said as he started panicking.

"But It's not all Bad" Ben said. "That moment gave me an idea on who he is"

"Who?"

"Someone that goes to this high school" Ben said. "And by studying the evidence, I've narrowed it down to two people"

"Oh really?" Jackson said. "I don't really where you're coming from. First, what makes you think that? Two-" Before Jackson could finish, there was a loud noise coming from outside. Ben turned around as he everyone gasping. Ben really wanted to go outside and figure out what was going on and the thing that made him deice to do this was the line "Kylie, call your father, and tell him to come down here quickly" Ben rushed out of the closet to see what happened, with Jackson following along.

"Hey what hap-" Ben asked right before he saw something shocking. Andrew had opened his locker, and out came loads of strange stuff. Over twenty thousand dollars in cash, lots of priceless jewelry, and a transformers combiner wars legends class powerglide (which was still on the card) and much more. In fact, this was everything that roronoa had stolen in the past few days! Ben looked in shock at finding out that roronoa was really one of his best friends, and was hoping that this was all some sort of joke. Ben looked over at Kylie, who couldn't believe her eyes.

"Andrew…" Kyle said. "You're roronoa?"

"What?!" Andrew said. "That's insane! There's no way I-"

"You've been robbing places and hiding all of your stolen loot here for weeks, haven't you?!" Gwen shouted.

"I swear! I have no idea how any of that stuff got in my locker!"

"Wow" Jackson said. "I can't believe you! I thought you were a nice kid!"

"Listen to me! I have no idea what this stuff is doing in my locker, I wear! Someone planted them here!"

"Listen, I have no idea what happened to you to make you want to do this" principle Randall said as she walked in. "but this surely isn't a place where you can hide anything you've stolen. You are expelled from this school"

"But I didn't steal any of this!" Andrew said as he heard police sirens coming from outside. "I don't know what all of this is doing in my locker, you have to believe me!" No one was buying it. They had all caught Andrew red handed, as much as they didn't want to. Ben just couldn't believe that Andrew was doing all of this. He looked like a good kid, why was he stealing and lying about where the stolen items came from?

Within minutes Sheriff Stone came in and arrested Andrew, placing cuffs on his wrists and getting him into the car. Ben walked out to the car at got one last look at Andrew, who didn't look like he was happy. He turned his head to ben, and he asked him:

"Ben… you believe I'm innocent, right?"

"I wish I could" Ben said as the car drove off. Everyone looked at the car leaving with great sorrow, knowing that this high school now was tainted with a criminal master mind having found a way into penetrating the school.

"Kinda hard to believe that the same school generator rex went to had a criminal attending right under our noises" A random student said. Ben still stood there, thinking about what just happened when nick walked up to him, having gotten grip of what was going on.

"Ben, are you alright?" he asked.

"I'm fine, its just- I'd never think Andrew was roronoa" Ben said.

"Me neither" Nick said.

"But that means Roronoa is no longer going to be a problem, right?" Nick asked.

"I guess-what do you mean by that?"

"For the city" Nick said. "Class is going to start soon, I better get going"

"Okay" Ben said.

…

Ben walked home that day, disappointed. He didn't expect Andrew to be Roronoa, and actually started thinking about why he couldn't. Andrew doesn't look like he could pull off a heist, knock out four guards, and not been seen in one night. Ben also thought that there's no reason Andrew would want to steal a transforming toy robot. Andrew said he thought he was too old for toys. After realizing this, Ben came to one conclusion: Andrew must have been framed.

But if that was true, then that means Nick is roronoa, right? Ben really didn't want to think that. He was hoping that Roronoa was just a random student, not one of his friends. He was hoping he had just done that investigation wrong. But then he thought-what if Andrew was roronoa? Than that means everything was resolved. That means the one guy who knew who he really was is now behind bars. That means that e could move on to a different villain to catch. But Ben still wasn't sure. If Andrew was framed, he was going to find out. He decided as soon as he got home, he was going to play a Coldplay CD loudly (his parents would kill him if they knew he liked green day) and he was going to go out and try and find Roronoa.

He entered the house, hoping to get up stairs quickly so he could start with his plan.

"Hey Ben" Sandra said as ben got to the staircase. "I want to tell you-"

"Mom, can it wait?" Ben said. "I have something really important to do upstairs"

"Okay" Sandra said, unsure. Ben ran upstairs and changed his clothing into his spider-man costume, and exited the house via the window. He slung a web to one amp post nearby, and he started swinging, with a place he wants to go to in mind. He kept swinging over the guys preforming a cover of move along, he swung over a small mugging, mainly because the woman seemed to be holding her own. Must be my friend's OC Keeah or something. He kept on swinging until he saw the building he was heading for was in his sight. After a little while, he landed down, and looked up at the building.

He was at the school.

Ben never thought he would ever want to go back to school after they were supposed to leave, but this was a big exception. He knew that if there was any evidence that Andrew was innocent, he was going to find it here. He had not that many clues when he walked up to the door, but he still remembered the test, which was going to be his main goal.

Ben was about to walk right in when he noticed a few figures moving around in the window. He walked up to said window and took a peek, noticing a few teachers and a janitor were still in the building. Ben then remembered the teachers talking about an after school meeting. He realized really couldn't have chosen a worse time to come, but he knew that he was determined to find out if it was really Andrew who put those thing in his locker. Now he just needed to find another way to get in without being seen…

And find one he did. He noticed a window on the side of the building was opened, so he crawled in through there, as soon as he was sure no one was looking. When he landed on the floor, he tried to find out where exactly he was, not really recognizing the area in which he was standing. What he did recognize though was the smell of terrible cafeteria food. This conformed he was in the cafeteria, and he knew he wasn't alone. He heard what sounded like a woman grumbling about how most kids nowadays waste food or something like that.

Ben knew he had to quietly walk out of the room so that the lady in the kitchen would notice him, so he tried to tip-toe his way out. He was almost at the door when he heard what sounded like footsteps coming towards the door. Ben had to think of what to do, and quickly.

And who did those footsteps belong too? It was no one really important, just the janitor. He didn't notice ben hiding under a table neaby, as he seemed to be listening to old music as he walked in. Ben noticed this because he was using a walkmed. I'm sure no one under thirty knows what that is. He was sweeping some leftover dust and crumbs, and ben escaped as soon as the janitor moved away from where he was.

Ben knew the first place he was heading-Mr. Langdon's class, where he saw the test. If ben had any luck it was still there. He walked past the bathroom and the fountain (after getting a quick drink of water) and he kept walking until he had reached the room he was looking for. He walked up to the door and took a peek in the window, just to make sure the room didn't have anyone in it. He saw the room was completely empty, so he decided to walk in. When he entered he tried to think of where the tests might be right before he noticed that the spot they would be in is very obvious-the teacher's desk!

He got behind the teachers desk and pulled out some papers, trying to see if any of them were tests. The first one he pulled out was a love letter to his girlfriend, and Ben was so disgusted by it he put it back in the desk and pretended it wasn't there. The next one was a test that never got turned in, most likely found by the janitor. Ben knew this wasn't what he was looking for because the name at the top read "Randessa Flame" In case if you're wondering, no, she is not the same Randessa Flame that I mentioned a few chapters back. This one doesn't pose in bikinis for magazines and has never dated Generator Rex. I just couldn't think of a different Easter egg to put there.

He kept searching though the papers-one of which he found out he really doesn't like his student Maria-until he found the one he was looking for, and he felt a whole bunch of joy come into him as he held it up. This joy was vanquished when he noticed there wasn't a name on the paper, which is most likely why it was never given back to the students. He also realized the student got question five wrong. The cubed root of three is twenty seven, not thirty six.

"Crap" Ben said as he put the paper back under the desk. Ben wondered why someone would forget to put their name on the paper of a test he took, but he knew without a name it was useless. As he walked out of the room Ben tried to think of what his next move was. He didn't know where to go to find any evidence that Andrew was innocent, but he was still determined to find out. He stood by the door thinking, when he suddenly got an idea: Andrew's locker. He ran over to where he knew Andrew's locker was, maybe hoping there was some clue there that could help him. He remembered the spifics on what he needed to find. He remembered it was the locker that had the call of duty stamp on it, next to the one that had the hello kitty stamp. He ran over to that locker and was about to try unlocking the locker when he realized that the locker opened by itself. He looked at the dial, and noticed it was tampered with, much to his surprise, mainly due to the fact that it opened regularly when Andrew unlocked it.

He opened the locker all of the way, hoping to find at least a scrap of paper that could help him. He did find one, but it was useless, and just noted that he had a crush on Maria. Ben understood why he would have one, mainly because she's beautiful and she really nice. But he didn't care about this, he cared more about trying to find a clue to Andrew's innocence. Unfortunately, he wasn't any closer to finding it, because besides the note, the locker was empty.

_Looks like someone cleared it out and missed this._ Ben said as he put the note back. He was about to walk away when he noticed something on the wall behind him. He turned around to see what it was, and felt some joy as he knew it was something that could help him in his "investigation"-a security camera! He stuck to the ceiling and he crawled over to the camera, hoping the tape was still there. He opened up the camera and noticed the tape wasn't there, and he knew someone must have taken it out because it was out of film or something. So ben started to think where said tape would be. He knew if he was going to have to find that room, he might have to find it quick, because two people were coming his way.

He quickly hid behind the next corner as the two men walking by, as they were talking about painting the lockers. He was lucky not to have been spotted by them, and as such quickly made his way to another room. He closed the door, hoping no one saw him walk in, until he realized something: he didn't even know where he walked in. He had no frickin' clue on where he was, but he knew the room was some sort of office. He could tell because there was a few plaques on the wall and there was a speaker on the desk. There was also one of those things shaped like a three dimensional tringle (not a cone, the other kind. The one that isn't round) and it had a name on it. I know what those are but I have no idea on what they're called.

What was the name? Anna Randall. Ben now knew where he was: he was in the principal's office. At first, ben thought he was in a lot of trouble and he should get out of there quickly, but then he started thinking. If he wanted some security footage, maybe it was in this room. Ben took that theory with a grain of salt and went to the desk, looking for anything he could find. So far he didn't find anything regarding Andrew's locker, but he did find out that Jackie winters Is so smart she's going to graduate early and Stormy McGrath got suspended because he was caught removing the toilet seats in the girls' bathroom. He didn't care at all about these, but he did get to some security tapes, and he did find something that he could play them on, she he stuck in the first one he found with last night's date.

It wasn't what he was looking for, as all he saw was Ms. Linda filing some papers and Mr. Mike singing "ain't no sunshine" and nailing it hardcorely, but nothing on Andrew's locker. He put in every tape in last night's date in the player, but none of them seemed to have what happened in Andrew's locker, as most of them were stuff he couldn't give less of a poop about. They all seemed useless, all of them except for the last one. Ben noticed a figure in a dark hoodie breaking into the school and taking out two people who spotted him. He saw the guy make his way to Andrew's locker, and try the combination, and fail. Three times. The third time he gave up and used his knife and tapered with the dial, getting him in there. He grabbed a bag he had with him, with all of the money that was Andrew's lap this morning in cash, and the transformer as well. Then the guy turned around and made his exit, and ben noticed something: he wasn't wearing a mask, because there weren't that many people who were there that night. Ben reminded the footage at least three times in order to stop at the right moment when on the fourth try he succeeded. He saw the guy's face, but the detail was so small, he couldn't make out who it was. It also didn't help the image was black and white, so he couldn't even tell the guy's eye color.

He kept trying to figure out just who he was looking at when he noticed a small lock of hair on the guy's forehead. One he had seen somewhere else before. He would look more into it, but around this time he heard a noise that sounded like someone knocking on the door.

"Who's in there?" The woman asked. Ben recognized the voice as belonging to principle Randall, and he knew that he would be screwed if she waltzed in. "I know you in there, come on out!" Ben tried to think of what to do, as he heard the noise of someone turning a door knob.

"This better not be a prank, because if it is, I'll open a can of whoop-a-" Principle Randall opened the door and noticed no one was in the room, which confused her. She could have sword she heard something. She still heard talking from the corner, and she thought she was going to find her intruder. He walked over to that corner and realized it was the security footage, which she assumed she must have left running and forgotten. She shut it off and walked back, looking around the room.

"I could have sworn I heard a noise coming from here" she said as she pushed her glasses back on her face, as they were sliding off a little bit. She walked out of the room, not noticing that freaking spider-man was on her ceiling, much to the latter's fortune. As soon as she left the area, Ben got back down on the floor, and knew that since he didn't get any closer to finding out about if Andrew was innocent or note might was well leave the premises. He extend out of the window, ad quietly landed on the grass, hoping no one saw him. However, when he took a few more footsteps, he saw a bright light shine in his face. He had no idea what it was as he covered his face with his hands, but the light moved a little, and Ben saw something he hoped he's never have to see in his whole career as spider-man: a whole police squad parked out of the school, waiting to arrest him! And to no surprise, sheriff stone walked out of the chief car with a blow horn, ready to talk to spider-man.

"This is the NYPD!" Stone said through a bullhorn. "You are under arrest for trespassing on school property! Please come out with your hands up!"

Ben was wondering how this was happening. There's no way principle Randall called them, because he was only in there for like ten minutes, and she found him only two minutes ago. There was no way they could get here that fast. Unless someone called them when he entered the building, but he knew no one was looking when he walked in.

Ben didn't know how the cops got here or who called them, but what he did know was that he had to get out of there, quick. He stood there, trying to think of what to do as more cops pointed their guns at him.

"I said put your hands of your head!"

"To be honest, I don't think I want to!" Ben said as he slung a web and tried to get away from the cops. He didn't know why they were coming after him, it's not like he was doing anything to damage the school. But right as Ben started wondering why the Popo were after him he heard a loud noise coming from the school. He quickly looked back and saw something horrible. Half of the school got blown up, as if someone placed a bomb there! Smoke filed the sky as flames burst on the school grounds, the flag ended up getting singed, ad Ben was praying that no one ended up getting killed in the explosion.

"My god" Ben said as he saw everything that happened. He didn't like seeing firemen coming in trying to save everyone in the school that they could find alive, or them trying to put out the strong flames. Now he knew why the cops were after him: someone must have planted a bomb in the school, and because the police spotted him leaving the scene, they suspect he was the one who did it! Ben knew now he had to get away from the expulsion as fast as he can, especially since he heard police sirens coming his way. Ben had always liked hearing police sirens as a kid, but never imagined he was going to be the guy running away from them.

Ben really needed some sort of distraction. He hoped there would be some sort of marching band or _something _coming around the corner that would distract the cops and get him off his tail. He kept on waiting and waiting hoping something was going to happen, but nothing did. However, he did see a large building with a narrow passage way. There was a street next to it, but it looked like a pretty small area. However, it did give Ben an idea.

"Make sure you keep on target!" Sheriff stone said as ben noticed cop with a gun leaning out of the window of stone's car. Spidey slung another web at the large building and swung to his left, much to sheriff stone's amazement. He knew there was no way he could hide there and that they finally got him cornered. He grabbed his walkie talkie and told everyone to turn at the area, making sure that everyone was still following him. All of the police cars swerved to the left and continued to pursuit spider-man, even though he wasn't in their sights.

"We don't see him sir" One of the cops said.

"Keep looking, he couldn't have gotten far!" Stone said as they drove pass the narrow passage way. As they drove off, none of them seemed to notice that Ben was hiding in there, dressed in his regular civilian clothes. He knew the cops were looking for spider-man, not Ben Tennyson, and he used this fact to get away without being noticed. He made sure the cops weren't anywhere in sight, and he started heading for nearby bus stop so he could get back home.

_I really hope no one with the news was nearby. _Peter said as he walked towards a bus stop. Even though he was glad he escaped from the cops, he did have some thoughts. Who called the cops on him? Who was that in the security footage? Who planted that bomb? He hoped that he was going to find these answers soon. But there was one thing he was glad about: if that was Andrew on the tape, than Roronoa was no more. One of his biggest threats was no longer existent. He took pride in knowing this fact, and proceeded home.


	22. Realization

**would you look at that, i'm not dead! Man, how long has it been since I updated this story? I honestly don't remember! but now we have a new chapter, and maybe I won't be so lazy with the next one! Enjoy!**

**oh yeah, I also updated the first chapter. it is SOOOO much better now.**

It was the start of a brand new day, and Ben as glad. With the previous ark being resolved (sorta) Ben felt as some of his troubles had ended. He started off today by letting himself sleep late, since it was Saturday. He got out of bed, brushed his teeth, and got dressed in his normal clothes, and was ready to start his day. He went down stairs and some pancakes sitting on the table for him, right as he noticed his mom and dad talking about something, and he heard his name get thrown in there a few times.

"What are you guys talking about?" Ben asked.

"Nothing important, Ben" Carl said. "Just go back to breakfast"

"Okay" Ben said as he walked back into the kitchen. Whatever his parents were talking about, it must have been none of his business. He sat down next to the little table and he checked out his Facebook, maybe seeing if HISHE posted a new video or mentioned the next video. As he surfed through some things he didn't really care about, like dumb cat photos Jackson posted and a post of Nick and Gwen, he noticed a post from a page he liked recently called "Real life superheroes" What about this article caught his eye? It was the headline of the article. One that read:

**Spider-man wanted for $100,000,000**

Ben thought this had to be some mistake maybe they meant cinder-man or something like that. Just to make sure, he tapped the article to read what it was saying, and he was shocked by want was contained in it. The NYPD placed a bounty on his head because of what happened last night, with footage of what happened at the school! Ben clicked it to make sure it wasn't CGI or something, thinking it was fake. And to his shock it wasn't. What appeared to have been spider-man was seen by a security camera to be planting the bomb, right before the criminal webbed it off. Then Spider-man was seen leaving the building as it was blown up, which ben knew why everyone thought he was the one who did that.

But how was that possible? Ben didn't go into the room that had the bomb in it. Surely he would have remembered doing that. , this is clearly spider-man in the footage, and he shot a web at the camera. He noticed an embeded video of Sheriff Stone telling everybody that Spider-Man is a wanted criminal, and that they should be cautious if they go out looking for him. Ben couldn't believe this, and just the shock of it made him drop his fork, which caught the attention of his parents.

"Ben, is something wrong?" Sandra asked as she walked into the room.

"No, nothing at all" Ben said as he put his phone in his pocket, as he picked up his fork. After he finished his breakfast and went upstairs, so he could find out more on what he was getting framed for. At first he looked up the video on YouTube from CNN showing the video. This didn't help him, however, and he was really getting furious. So ben needed to find out who this was, and hopefully soon. Around this time he noticed he got a text from Gwen linking to the exact same article he was reading with the words "Care to explain?" attached to it, which really ticked him off. He deleted the text, and on the bed, and thought he had to clear his head.

…

Ben got outside, hoping to get his mind off of everything that was happening at the moment, and he wasn't doing a good job at it. He walked down the street, hoping that would clear his mind when he saw Kylie, who was playing with Mia in her front yard. He thought that maybe she would like to talk about something, or go on a walk with him. Maybe that could get his mind off things.

"Hey Kylie" Ben said as he walked up to the house.

"Oh hey Ben" Kylie said as she walked over to him while Mia was still playing with her dolls. "What's up?"

"Not much, just trying to get my mind off things" Ben said. "Hey, are you busy?"

"Hi Ben" Mia said as she walked up to him, holding a piece of paper in her hands. "You wanna see what I drew?"

"Sure" Ben said as he crouched down. She showed him the picture, which looked like-well, honestly I don't know what it looked like. But I've sure you've seen a six year old's drawing before. Heck, I have a whole bunch of drawings I made when I was six in a box in my closet. They are terrible!

Ben wasn't really sure what it looked like, it was a bunch of weird scribbles splattered with red and blue crayon. Ben wasn't really sure what to make of it, but he still acted like it was a really good drawing, much to Mia's excitement.

"It's spider-man" She said.

"Really looks like him" Ben said as he pulled out his phone. He went to his photo gallery and pulled up an image and showed it Mia, and she was really amazed by it.

"This is my drawing of spider-man" He said.

"Wow, that's really good!" She said. "Can you teach me how to draw?"

"You know, daddy isn't going to like that, considering spider-man is a bad guy now" Kylie said to Mia. Ben just tried to ignore her and decided to change the subject.

"You know, it is a nice day, and I was just wondering if maybe you wanted to go for a walk" He said.

"Well, only if Mia can come. Since school was cancelled today my dad asked me to watch her while he went to work"

"She can come" Ben said. "Who knows, maybe we can go to the park"

"That sounds great" Kylie said. "Let me go get my sneakers. Come on Mia, let's get your shoes on"

…

There was much discussion as their walk entered into the city, as the park wasn't far ahead. They mostly talked about stuff like school and this stupid thing that happened to ben once. While they were walking Mia said she was hungry. So Ben bought her hot dog, and he also asked Kylie if she wanted one. She said no, so they kept on walking as ben started to think to himself. This caused him to miss most of what Kylie was saying as they were talking, as he was thinking about every that happened in the past three (I think it was) chapters. He was also thinking of everything he and Kylie had been through-her almost getting killed in chapter six, him rescuing her sister in chapter-okay, that on I don't remember-and him saving her from mystero back in chapter twelve when she kissed him. He also thought of how good of friends they were, thus he was debating with himself weather or not he should tell Kylie who he really is, even though at the moment she might not want to know. And what if that roronoa guy was still around? Would he come after Kylie? All of these thoughts kept bouncing around in his head.

"Hey Ben, is something wrong?" Kylie asked.

"Huh?"

"You look like you haven't heard a word I said. It's like something is bothering you. What's wrong?"

"Nothing really" Ben said. "I'm guessing I'm still bummed about Andrew"

"Who's Andrew?" Mia asked, having never met Andrew.

"He's the guy daddy arrested yesterday" Kylie said. "He was a friend of Ben's"

"Ben was friends with a bad guy?"

"Well, he didn't know Andrew was a bad guy. He thought Andrew was nice" Kylie said.

"Hey Kylie, you don't believe spider-man is a bad guy, do you?" Ben asked, changing the subject.

"Well, not really" Kylie said. "I don't think it' like him to blow up a school. I mean, if he went all of that way to that abandon amusement park and nearly got killed trying to rescue me, I'm sure he's not that bad of a man. Why do you ask?"

"Well, I remember how when we went to that science exhibit with Otto Octavius you said that you were in love with spider-man. Were you being serious?"

"Well, sorta. I don' know who he is, and I think I was more in love with what he did than with him. And I told you what I did after he rescued me from beck-"

"You kissed him" Ben said.

"Yeah" Kylie said. "Mia actually said you know who he is. She has a funny imagination, doesn't she?"

"Actually, no" Ben said as he equipped his web shooters onto his wrists, behind his back. "Kylie, there's something I want to tell you"

"What is it?" She asked. Ben was about to shoot a web at her to show her he was spider-man when he overheard a noise from the distance. It sounded like an alarm from a bank, one tha wasn't too far away from there. Ben could almost see the robbery when he noticed Mia was tugging at his sleeve.

"Yes, Mia, what is it?" Ben asked.

"You said you know spider-man" she said. "Can you tell him that that bank is being robbed?"

"Sure…you guys go on ahead to the park. I'll go get help" Ben said as he ran off.

"Why does he always do that?" Kylie asked.

"I'm guessing he's gonna get spider-man!" Mia said.

"Mia, I don't think Ben knows spider-man" Kylie said.

"How come when I told him you were kidnapped spider-man came and saved you?" She asked, referring to chapter thirteen. "He told me he knew him"

"You have a very cute imagination" Kylie said, thinking a tiny bit about what Mia just said.

Over at the bad guys side, the ringleader of the gang was busy taking all of the stolen money, putting it inside of a trunk of what looks like a clown car. Somehow, it had over twenty thousand dollars in cash stored in the trunk, even though it was no bigger than a fisher price car for toddlers. As for the criminals, there were three guys and one girl, and let me describe them for you: They had very pale skin, and wore black and gray clothing. Individually, there was one guy who teeth were falling out, with small black tips on his head and one eye that was pitch black. The second man looked like a thumb, as he was very bulky. This reminded Ben of his uncle Eddie. As for the girl she had straight red hair and black lipstick, with pale green eyes and she was very beautiful. These appeared to just be underlings though, as the strangest looking one was barking orders. He was short with really fat face, as well as giant lips that rival the joker. As for clothing, he wore a gray suit with a big hat with some sort of strange circle in the center.

"That looks like the last of it" The chick said as she placed the last of the moolah in the trunk.

"splendid frightwig" Their leader said right before he slapped her on the behind. This annoyed her to a great extent. "Thumbskull, how are you doin' up there? We ready to go yet?"

"Just fine boss" the thumb shaped guy said as he tried to put the keys in the ignition. He really looked like he had a hard time finding the key hole. "The car can move now"

"atta boy, thumbskull" he said as he walked toward the door. "now we can get th' heck outta here before th' P.O.P.O get here"

"Hey, whadda know, the circus came to town" Spidey announced to the group, getting their attention. "Can you hook me up with some tickets?"

"Uh boss, that's spider-man!" Thumb skull said. "I think we should be afirad"

"Why should we?"

"Haven't you read the papers?" Frightwig asked. "He's with the forever knights! He could kill us at any second! Or worse, tell them about us!"

_Forever knights? _Ben thought. _Who the heck are they?_

"It doesn't matter" the gang's boss said as he walked forward. "Welcome spider-man, to our funhouse at this here bank. Allow me to intro duce myself-I am Zombozo, the clown prince of crime. These bums here are my henchmen- Frigtwig, thumbskull and acid breath. I hope you enjoy your stay-"

"Because you're never leaving" Ben said back. "Wow, what a mystero rip-off. Any chance you'll hate it when I quote Spock?"

"You must think you're very amusing" Fright wig said. Ben noticed as she said this her hair started moving all sort of different ways. "Forever knights or not, I'll still gonna kick your butt, spider-boy" Ben's spider-sense started tingling as frightwig's hair shot out at him. He felt the need to dodge that, and when those goldilocks hit the wall, ben noticed that was a good move. There were a few holes left where the hair had hit the wall, and frightwig looked really unamused with the fact that spidey was still alive. She kept trying to stab spidey with her hair, but each time he just dodged, until the point where she ended up hitting the tires of the car, causing it to become immobile.

"Oops" She said when she realized what she did.

"YOU MORON!" Zombozo shouted. "Now how're gonna escape?!"

"Simple, don't!" Spidey said as he punched Zombozo.

"Acid breath, do something!" He shouted, signaling the guy that was missing teeth to come forward. He started running towards the scene he tackled Ben, slamming him against the wall. Ben tried to move but Acid breath wouldn't let him, as he pinned Ben to the wall. He opened his mouth and some sort of horrible fume had come on out, making Ben gag a tiny bit.

"Yeah, get 'im, stink breath!" Zombozo said. During this was when Ben noticed why he was called acid breath. His breath STUNK! Ben had never smelled such a foul odor- and he's walked into a port-a-potty before! One that was used! And just like that, Ben tried to ignore the smell but wasn't like a sharpie. This was a smell that was impossible to avoid. More that Ben inhaled of that fume, the more he felt as if he was losing consciousness.

"You should have never missed with us!" Thumb skull said.

"It's _messed_, you idiot" Frightwig said.

"Why you care?" Thumb skull said. Ben was too busy not trying to pass out from the odor, but so far it was no use. He felt himself getting closer to closing his eyes, and he didn't know if he was going to live. That's when he realized that this breath wasn't just odorous-it was toxic! He knew he had to do something if he didn't want to die, and luckily he quickly thought of something. He didn't know if this would work, but it was worth a shot.

Since he cloud still move his hands, ben managed to shoot a web into acid breath's eyes, which made acid breath let go of him. As he was trying to get the webbing off Ben started breathing through his mouth as he punched Acid breath in the face, knocking the latter and then he webbed acid breath's mouth shut. He used at least three layers, just so that an inch (used for lack of a better term) his breath wouldn't get out.

"Hey dude, ever heard of mouth wash?" Ben said as he away from acid breath.

"Holy poop, he took out acid breath!" Thumb skull said.

"Shouldn't we do something?" Frightwig said.

"I'll handle it" Thumbskull said as he ran towards spidey. He really didn't seem to know what he was doing, as at first he ran in the wrong direction (instead he ran into the telephone booth promoting the new amazing fantasy book) and when Frightwig told him about this, he tried running again until he got distracted by some sort of music being blasted by a man in a pimped out ride.

"Wow, that idoit can't do anything right" Frightwig said.

"Well, let me help 'Im" Zombozo said. "YO, THUMBSKULL! Yer' supposed to beat up the guy in the colorful costume, not listen to rap music! Beat the livin' stuffin' outta him!"

"Uh, sure boss" Thumbskull said as he finally started rushing twaords spider-man. He put his head low, mainly in order to head butt the wall crawler, but the latter had different plans. As soon as he came close enough to ben, the latter jumped out of the way while slinging two webs and the walls nearby. He got a bit far behind thumbskull and did that sling shot move he did a few chapters ago allowing him to land his feet right in thumbskull's back, with caused him to slam into the car. Ben looked at thumbskull, who looked physically unharmed, but he was uncounchous.

_He may have been strong, _Ben thought. _but he wasn't the brightest crayon in the box._

"He just took out thumbskull!" Frightwig said. "We really should get out of here!"

"I ain't losing to som' forever knight creep" Zombo said as he walked forward. "Yo, bug brain!"

"What cha want?" Ben asked as he turned around.

"Look into my hat" Zombozo said as the swirly thingy on his hat started spinning around. "You will stop attacking us, and you will join us. You'll become a circus freak just like-" It wasn't working on ben, as he just webbed the swirly thing, blocking it out of view. Zombozo freaked out on seeing his brilliant strategy had failed, all though many would argue that it wasn't a brilliant strategy to begin with.

"That's it! Frigtwig, take 'im out!" Zombozo said as frigtwig leaped towards Ben, while he tried the webbing off of his hypnotism device. The tips of her hair were now shaped like knives, and she did that finger pistol-style attack where he tried to stab him with all of them at once. But thanks to his trusty spider-sense, Ben dodged all of the attacks, which really seemed to irk frightwig.

"STAND STILL!" Frightwig said as she kept trying to stab Spidey, to no affect.

"No thank you" Ben said as he out of the way to those attacks completely. He leaped up and spun a web at her hair, trapping it on one side to a building, right before he did the same at the other.

"My hair!" She shouted. "Never, mind, time for plan B-" Ben the hand to the wall, which happened to have a gun in it. This angered frightwig to no end. He also webbed her torso and he limbs onto the wall, just so that she would stop trying to attack him. He turned around to face Zombozo, who was very delighted by what he was seeing.

"Not bad" Zombozo said as he grabbed a huge amount of the cash form the trunk. "I would have expected as much from someone in the forevea knights"

"You know, I want to test how good you are" Ben said. "What are the forever knights?"

"Really? Ya think I'm stupid or somethin'?"

"Is that a rhetorical question?"

"Ya must think yer so funny. Your bosses must hate ya"

"You know, I really wonder if you know who we are. Like, I dunno, a lawn care service?"

"Why do you want to see if I know so badly?"

"Just curious" Ben asked.

"Well, that's a shame, because I'm gonna kill ya before I can explain" Zombozo said as he reached into his bag of tricks. Out he pulled what looked like two strange orbs, which were gray and shiny. He threw them on the ground and waited for them to do something, but nothing happened. He tried kicking them and tapping them, but still nothing happened.

"What the?!" He said. "These things are supposed to blow up!" he noticed how nothing had happened, and he eminently bolted from the area. "Last time I buy something from A.I.M!"

"Hey, hold it!" Ben said as he started swinging towards the fleeing Zombozo, as he still had a load of cash with him.

"I don' get it, why-" zombozo pulled out the orb and noticed there was some sort of button on the side of it, which made him feel stupid. He was supposed to push it, and them they would blow up! Io he grabbed two of them (And remembered to push the buttons) and threw them at ben, and noticed they were ticking as they flew towards him. Ben however made a web pouch that captured both of the bombs inside, and threw them into the sky and watched as they blew up.

"Ya just give up, do ya?"

"Only when I feel like it" Ben said. "Now stand still, you joker wannabe"

"I've got no time for ya" Zombozo said as he reached in his pocket, and started pulling something out. Now in his hand was a long gun, and it really looked like it wasn't that kind of gun that if you pulled the trigger it'll just put out a stick that has a flag saying "Bang" on it. No, Ben could tell this had real bullets in it. Ben was all ready to take on the guy as zombozo pulled the trigger, while he ran towards the criminal. Zombzo was expecting at least three bullets to shoot out, but nothing happened. He pulled the trigger three times just to make sure, but still nothing happened.

"Th' heck?! I thought I had like forty somethin' bullets in here!" Zombozo said, assuming the gun was empty

"Looks like your gun got stuck or something" ben said as he punched zombozo in the face, knocking him down. He was about to web zombozo on the ground when he heard some sort of clanking noise, and what sounded like a silencer. He looked over and saw the gun lying on the floor, and saw what looked like a bullet moving at a fast pace. He looked over and noticed the bullet was heading towards a little girl, and that she'll be killed if he didn't do anything. So he leapt away from zombozo and moved that little girl pout of the way, right as the bullet made a hole in the glass that was behind her.

"You okay?" Ben sad as he let go of the girl.

"Look, spider-man harmed that little girl!" Some random guy down the street said.

"What?" Ben asked as he got up. He noticed that were many people that were lining up and were shouting very rude things at him, and some of them were carrying things that looked like they would hurt if they were thrown at him, as well as trash, eggs, and lettuce.

_What's going on here? _Ben thought as he was trying to block the objects that were being thrown at him.

"Why don't you die in a hole with the rest of the forever knights?!"One really rude guy said as he threw a half-eaten sandwich at him.

_Are the forever knights that bad?_ Ben thought. He happened to look over at Zombozo and noticed he was making a run for it, and he knew he couldn't let that happen.

"Listen, I know you want to shout more R-rated stuff at me, but I'm kinda in a hurry" He said as he slung a web to get away from those jerks. He swung towards the way Zombozo ran off in, and noticed he took a turn into an alleyway. Ben wondered why he would run in there, considering t was a dead end, but he didn't care. He sung very fast in order to quickly get over to that area but someone got in the way, mainly a kid who looked like he was angry at Ben.

"Oh come on!" Ben said as he stood right in front of the kid. "I'm guessing you want to yell at me too"

"No, I'm just here to distract you"

"Distract me? From what?" Ben said right before he heard some sort of noise he didn't like. He heard the noise coming from that alleyway, and he knew that it couldn't be good. He rushed off into the alleyway in which Zombozo ran off to, hoping to see that man just punched someone. But when he went it, he saw Zombozo lying on the ground, injured. He was beaten, bruised and bleeding, but Ben was certain he was still alive.

"What happened to you?" Ben asked. "You look worse than Jason Todd"

"He was planning on using his ultimate laughing gas to kill you, but don't worry, I stopped him" A voice from behind said. "Why? Because I want to kill you myself"

"Impossible" Ben said as he recognized the voice that was speaking. He turned around about 90 degrees to make sure his ears weren't just messing with him. They weren't however, as the man he saw no undoubtedly Roronoa, who Ben thought was currently sitting in a prison cell. He went back to check if that was really him that got arrested and all the evidence proved yes, he did. But if he was in prison, than who was the man that just beat up zombozo? How could he be standing there right now?

"Honestly, I should have known you weren't stupid enough to fall for my trick" He said as he put his sword back in it's scarab. "I don't why I thought you were. I didn't expect you to come back to the school to find out more, but by the looks of it, you still fell for the fake evidence in the cameras"

"Wait, you're the one that planted the bomb in the school, weren't you?"

"And the one who called the cops. I needed a diversion to prevent you from finding out ant more about me or my bosses. They prefer to work in secret"

"And now everyone thinks I'm working with these forever knight creeps!" Ben said. "Hold on…what do you know about the forever knights?"

"I am not in liberty to discuss" Roronoa said. "Try all you like, you'll find nothing on them"

"Wait, are they why you've been attacking former Oscorp employees?!"

"Maybe, maybe not Tennyson" Roronoa said. "You should know that you shouldn't stick your nose where it doesn't belong. Like trying to figure out who I am. Tell me, what made you think I went to New York high?"

"You oddly were hinting towards it" Ben said.

"You fell for that?!" Roronoa said. "Maybe you are as stupid as you look!"

"You know, this career path can't get you that far"

"How funny. Well, as much as I hate to say it, I really must be going. You see, while you were busy running form the cops I managed to get the security code for oscorp. That super solider serum is as good as mine"

"Wait, the same thing darkkus' powers came from?" Ben asked.

"Exactly. I see some people coming from around the corner, and they really want to talk to you. Goodbye, Tennyson" Roronoa said as he leaped away from the alley way, much to bens anger. He had hoped he's seen the last of that guy, and that he was finally done with him. What made him even angrier about this was that he found out that his innocent friend was now in prison. Now he has no clue on what to do get Andrew out, or on how to stop roronoa. All he knew to do was to escape the angry mob coming towards him, as he could hear them coming.

He swung away, thinking to himself about how upset he was that Andrew was now in jail with a bunch of other scary guys for a crime he didn't commit. All he really could think about was capturing the real roronoa and unmasking him, proving that Andrew was innocent. And he was still curious about the forever knights, but he knew he couldn't search for them now. All he knows is that he needs to find a way to hide from this group and rejoin Kylie and Mia before things got out of hand, so he did. He changed back to his normal clothes, and made his way to the park where he rejoined the two girls.

"Ben" Kylie said when she noticed him. "Where did you go? You were gone for a while"

"I was thinking about something" Ben said. "Something…troubling"

"Well, maybe it's not as bad as it seems" Kylie said.

"Maybe your right"

"Hey, you know how you were going to tell me something before you had to run off?" Kylie asked, which really got ben's attention. "What were you going to tell me?

"Oh, that, uh…I wanted to say that I think that spider-man isn't such a bad guy. Maybe more people should trust him"

"Really?" Kylie asked, sounding unsure.

"Yeah" Ben said, right before he noticed the hot dog cart. "Hey, you guys want a hot dog?"

"Yes!" Mia said excitingly.

"sure" Kylie said, not about to tell ben she was on to him.


	23. Important annoucement please read

**Huh? I'm not dead?! Would you look at that! but I bet you guys don't care about that, so I shall answer the question you probably been asking for a while now-where is the new chapter, dammit?! We want the chapter! Well, let me explain-**

**I have been really busy over the past few months. You see, I recently started hell-er, I mean high school, and I recently turned fifteen. I just have had many things that are a higher priority tan writing this story at the moment. Top it all off with having a writer's block then you can understand why I don't have a new chapter. I also have been writing about some solo stories about my OCs, so since I have been working on those I completely forgot about this.**

**But before I open the word document and continue trying to work on it, I want you guys to be honest: **

**Are you liking the current part of the story? you know, he part with Roronoa? I want to know, because I'm not so sure I like it myself. I haven't really been getting any reviews, and I'm starting to think that it's not that good. what do you guys think? Leave what you think in a review.**

**I don't know when a new chapter will go up, but trust me, I'm working on it.**


	24. Showdown

**What?! A new chapter? From ME?! What is this sorcery?! Okay, so a lot has happened in the last-what, five months-since I've updated, such as me turning fifteen, the story's one year anniversary (Has it really been a year?) Starting high school, but in the past few days, I managed to finish this chapter, so now you can enjoy the conclusion to the story ark I'm currently writing-why is it ending now? Because I said so. **

Ben now has no idea what of what to do. Roronoa was still out there, and he finally found what he was looking for. Ben knew if he didn't do something, this guy is going to complete this mission-whatever that was. He just couldn't find any clues to go on. To make matters worse his friend was stuck in jail for a crime he didn't commit. Ben just couldn't stop thinking about these things, as they just wouldn't leave him alone.

The problem was that he was thinking about this while he was fighting some sort of biker gang.

"Hey, you're not acting like your normal self!" The female leader said.

"I've got a lot on my mind" He said as two of the men tried to him with a pipe. He ducked before they could, however, resulting in them hitting each other in the face instead. "Wow, that's gonna be one heck of a hospital bill"

"What's wrong, bug?" The leader of the biker gang said as he managed to get his chain on spider-man's arm. "Did someone close to you die?"

"I don't know why you care so much" ben said as he pulled the dude towards him. "It's not really something I want to discuss"

"I understand, yet I don't care" He said "all I care about is making that you-"

"You know, I kinda want to wrap this up" Ben said as he punched the leader in the face. "I've got other places to be. But just so you know maybe you shouldn't go around stealing random ladies' purses. Some might consider it rude "Ben said. He just had too much on his plate to bother with this guy. His friend being framed, his suspicions crushed, it was just one bad turn after another. That and his new best friend is dating his cousin, which he finds gross beyond all reason. He just couldn't think of where to go next. That was until he noticed something in front of the oscorp building, which appeared to have been someone knocked unconscious. He swung over to the building and when he landed, he instantly noticed what just happened here. He saw this guy was attacked, but he no idea who the attacker was. But he did seem to have been attacked by a-ninja? _Oh no._ Ben thought.

He wanted to rush inside, and confront Roronoa, but he stopped himself as he started to think that it would be a bad idea. Either A: the cops will think he's the one that broke in and killed this guard, or B: Roronoa would expect that and be there, waiting for him. Ben Decided to quickly leave (without anyone spotting him) and change into spider-man, in the middle of an abandon alleyway. He started to crawl up the wall, hoping to find an entrance point, or at least where Roronoa was. He keeps looking thought the windows, just to see if anything might hint at what floor Roronoa would be on. However-

"THERE HE IS!" It appears the police spotted him. "I guess that lead wasn't false after all!"

_Oh great, just what I needed. _Ben thought as the cops all point their guns at him.

"Come down with your hands up! We've got you surrounded!"

"Let me think about that for a moment" Ben said as he shot a web at a nearby building. "NO!" he swung away as the cops started to shoot rapid fire towards him, making him wonder how he was supposed to get into the building now. That was when he noticed to gargoyles on top of a building that was nearby, which gave him an advantage. He swung over to a peak with twin gargoyles. You may think he was doing this to hide from the police, but that wasn't his intention.

"Hello Bruce, Goliath" he said as he shot webs at the both of them. "Mind if I use you two for a bit?" He pulled himself back for a little bit (right when the police were attempting to get on the same roof as him) right before he moved his feet up, which catapulted him towards the oscorp building. Spidey then used his feet as a battling ram of sorts, in which he smashed a window of this building.

"Everybody into the oscrop building!" Stone said in a blow horn. "I just saw spider-man head in there! Move, move!"

Inside of the building, our hero was going from floor to floor, trying to find his target. This wasn't easy, however, because he barely knew the building. Now that he thought about it, he had only really looked at it, but not been inside it. But there was no time to think about that, as he had a feeling he was getting closer. The unconscious guards all were hints that he was getting closer.

In the lobby, the police use a battling ram to take down the doors of the building, as they were sealed shut for some reason. But they weren't going to investigate that, because they had different ideas.

"Search the entire building! I want that criminal found!" The police chief shouted as everyone started heading towards the stairs, as well as the elevators.

"Sir, may I ask you something?" One of the cops asked the chief. "These bodies-it doesn't look like something Spider-man would do. Do you think there's someone else here?"

"If there is, he's probably in allegiance with him. For all we know, this guy could be working with that masked lunatic. But that doesn't matter now, what matters is finding him and bringing him to justice"

Ben was now close to the second to last floor on the building. He couldn't help but look in shock at how many different people were on the ground, epically snice he couldn't really tell if most of them were dead or just knocked out. But that didn't matter to him.

He kept crawling on the ceiling (because he assumed that Roronoa would hear him coming if he just walked, and, frankly, this was much cooler to him) until he noticed a door was open. He slowly started to peek in, hoping that if anyone was inside, they wouldn't notice him. And what did he find? Roronoa was there, holding a blade to some guy's neck. He seemed to be in some sort of interrogation, but ben was only able to hear the following:

"I swear, I don't have it!"

"Dexter, was it? I'm afraid there's no taking no for an answer. So I'm only going to ask one last time. Where is the formula?"

"Osborn doesn't want anyone-"

"From what I understand, you have a family. Your daughter "Dee Dee" for example. However will she be able to get over her daddy's death?"

"Okay, fine! That safe over there-Norman hid the formula, along with some samples of the super solder serum! But I don't know the combination!"

"I don't have to worry about that" Roronoa said as he threw the poor scientist on the floor. This was when he grabbed his sword out of the scarab on his back, and did something impossible with it-he cut the lock off the safe, as I it were a piece of pie! The lock fell out, leaving the door to open a little. This is when roronoa pulled out what was inside of the safe, to which-well, Ben couldn't tell, because he was wearing a mask, but he seemed to like.

"Luckily you live to see another day" Roronoa said. "As for you-" this was when Ben's spider sense warned him to get out of the way. Right at that moment, he noticed two shrunken flying towards him, a move he instantly managed to dodge.

"I thought I told you not to interfere with my plans any longer!" he shouted.

"Yeah, and I didn't listen!" Ben stated as he tried to go for a round house kick. Roronoa was able to block this, right before kicking ben in the stomach.

"You're too late. I got what I came for" He said while Ben noticed something in front of him. It was a weird little blinking object on some keys to the lab that were laying on the floor. Ben thought of what that could be, when he heard a noise from the door. It sounded like someone tossed a can and it was bouncing for a few seconds. Ben turned around and realized it wasn't a can-it was a smoke grenade. Within two seconds the grenade went off, as ben heard footsteps come into the room. Ben knew it was the swat team, and that they had found him. They were huge in number, and were all carrying guns, just in case.

"Come on out with your hands up!" one of the swat teams said as the smoke was starting to clear up. The only thing they found was the scientist, who they soon helped up.

"Sir, what happened?" One of the men asked.

"Someone attacked me-some sort of green ninja" He said. He then looked over at the keys that Ben was looking at earlier, and realized that the little blinking thing was gone. As was his phone, which he realized when he felt emptiness in his back pocket.

Meanwhile, Roronoa was now far away from the cops. He saw the smoke less of a warning and more of a distraction to get away, hence why he took it. He looked behind for a second and noticed how spider-man was nowhere in sight, making him think he lost him. This made him glad, as he knew that he couldn't let anyone follow him.

And he was right, Ben had no idea where Roronoa was. But he wasn't ready to give up. No, he had a plan. A smart one. He figured out what that blinking thing on those keys he saw earlier was. It was a tracking device, just so that guy wouldn't lose those keys. Ben knew, however, that he could use it to his advantage. He took Dexter's phone for a second, looked up the app that was connected to the tracer, and the number of that exact tracer. Saving it in a note on his phone, he was now tracking roronoa. This way he was able to find Roronoa, who for some reason was entering some sort of abandon warehouse.

_Okay, why do all of these villains always hide out in an abandon warehouse? _Ben thought to himself as he landed on the roof of said warehouse. He crawled towards the window in the building, where he was able to see what was going on, and the echoes of said ware house allowed him to hear what was going on.

Inside of the warehouse, Roronoa walked in before he stopped to bow for some weirdly dressed Men came out to talk to him. To ben, they looked like bad Game of Thrones cosplayers. That, or some weird rip-off of Amon from Legend of Korra. They each had a crown on her torso plates, along with a vail along their heads.

"Roronoa, I had expected you to come through" One of them said as he started walking forward. He was different than the others, as he was no wearing some sort of mask, showing an older looking face. "I trust you have what we asked?"

"I ran into some complications, but in the end, I was successful." He said as he took out the formula, along with a sample. "

"Ah, that is exactly what we-"

"Na-uh, Enoch" Roronoa said as he moved the formula out of reach. "I need to see it first"

"Fine" Enoch said as he snapped his fingers. "You keep your end of the bargain, I keep mine" One of the men grabbed some sort of brief case from the distance, making Ben wonder what exactly was inside. But when the case was opened, Ben found out-it was a brief case full of money.

"No need to count them, it's all there" Enoch said as Roronoa was looking at all of the money.

"I do not doubt you" He said. He handed both of the formula and the sample to Enoch, who in turned seemed really happy to have the formula in his hand.

"I hope this means we can bury any history between the forever knights and the Hand can be put behind us" Forever knights? Those are the guys that was framed for working with!

"Well, that bomb you gave me did manage to give the one thing that was bugging me problems of his own, so you're-as the Americans say-off the hook" Roronoa said as he grabbed the case. "Just curious, who did you want to sell this serum to?"

"Who said we planned on selling it?" Enoch said as he took the mask off one of the men. He opened the man's mouth and shoved a tiny bit of the serum into his throat, making the man cough for a while before he started kneeling on the ground screaming. As he saw what was happening, ben could have sworn it was some sort of scene taken right out of a horror movie. The man who took the serum was now screaming in pain, while his body seemed to have under gone some sort of transformation. He started becoming a lot more muscular, along with an annoying crackling laugh. He then killed two different members of the forever knights, one by crushing him and another by breaking his back, when this hulk of a man was killed by Roronoa, who had pierced his blade through the creatures being.

"I guess Osborn hadn't protected it yet" Roronoa said as he tried to swing the blood off of the blade.

"While that was-gruesome, to say the least-" Enoch said as he wiped some of the blood off of his face. "But I will admit-wait a little tweaking, e can make our own super soldiers do powerful that Doom himself will cower in fear"

"That's all I wanted to hear!" Ben said as he smashed in. he shattered the window that he was watching out of, landing in the middle of the forever knights, and Roronoa. "You must be that terrorist group I've heard about. You were behind the bombing at Beach City?"

"What are you doing here?! I thought I lost you!" Roronoa said.

"Thought being the correct word" As ben said this, Roronoa noticed the tracking device on is left leg. He pulled it off and looked at it, wondering how someone like ben could outsmart him like that.

"Clever" he said as he crushed it with his fingers.

"And you guys-for the record, I'm no fashion expert, but I've heard that medieval was so last season!"

"Who is he?!" Enoch asked in frustration.

"That pest I was talking about!" Roronoa said as he grabbed a shrunken.

"No no no" he said as he slung a web at the shrunken. He pulled it away and threw it at the wall "I don't think so"

"Kill him!" Enoch said as everyone started grabbing weapons. Ben counted two swordsmen, two gunmen, and one guy with a shield. He thought that this would be hard, if he hadn't spent two weeks of his summer vacation trying to get all three different endings in Arkham Knight. He managed to take down the two gunmen with ease, by first kicking their weapons out of their hands. Then doing a double takedown maneuver, he managed to take them down, along with the swordsman. The shield guy was easy: take away the shield using your web fluid, and punch him in the jaw.

"And they say video games are a waste of time" Ben said. "Hey, you guys wouldn't mind the police knowing about your whereabouts?"

"He'll ruin everything! Stop him!" Enoch said to roronoa.

"Sorry, but the deal was I get the serum, and that is it. I got what I wanted, so I'm done here. Have fun!" Roronoa said a he left through the window using some sort of cable.

"Oh no you don't!" Ben said right before his spider sense warned him that someone was trying to kill him with a mace. He got out of the way, and saw Enoch standing there, with a mace in his hand, ready to kill the spider.

"Geez, you take this whole medieval theme way too seriously" Ben said as he knocked Enoch down with a sweep kick. He then took the serum and the formula, and put it in a little web sack, with a note saying "I believe this what was stolen. Bye!" Good thing too, because right after the cops showed up. Turns out that someone named "Yuri" Sent them.

"So you are those terrorists that bombed Beach city. Who thought that we'd find you in a warehouse inside of an abandon part of New York?" one of the cops said. This was when sheriff stone came out, looking at the leader of the group.

"Where is he?"

"Who? Roronoa?" Enoch asked.

"You know who I'm talking about"

"No, I'm afraid not"

"The one who made that" Stone said as he pointed as the web sack Ben made.

"Oh, that spider-like being? He left a while ago. He defeated up and left us for you. Funny, you think he'd take on street thugs, not terrorists" Enoch said as they put his into the police car.

"Wait, doesn't he work with you?"

"Yeah, because someone who work with us just ruined our whole operation" Enoch said as they slammed the door.

"Sir, he said something about Roronoa. Didn't we capture that freak?" Sheriff Stone stopped to think for a while-Spider-man said he was innocent, and that he didn't even know who these "Forever knights" were. Maybe he was framed. And so was that Andrew kid.

"Okay, everybody" Sheriff Stone said into a megaphone. "We are going to chase spider-man, as he might know something about these oscorp attacks. You, get that kid we arrested's parents on speed dial, we might owe them an apology"

Meanwhile, Roronoa was still making a break for it. All he would have to do is go back to his apartment, and wait for his next big job. He was done in New York. Who knows, maybe he'll go to Townsville for his next job. That's some place he would like to go. As long as he has the cash, he could do anything he wanted. However-

"Surprise!" Ben said as he landed on roronoa's back, right before the latter shook him off.

"Don't you ever quit?!" Roronoa asked.

"Is that a rhetorical question?" Ben asked. Roronoa tried to hit him with the brief case he was carrying, but Spidey here dodged, right before kicking the case right out of Roronoa's hands. And snice they were standing on top of a building, the brief case cracked open as it hit the ground, with most of the money either getting eaten by the rats or landing in a bum fire that was down below.

"NO!" Roronoa said. "My money!"

"You didn't deserve that money" Ben said. "If you had to kill innocent people and put a kid in jail just to make a few bucks, than those rats down there deserve more than you do" _okay, that sounded better in my head._

"You're making a mistake, Tennyson!" Roronoa said. He pulled his swords out of his scarabs on his back, and then he tried to slice our hero in a million different pieces. Luckily, his agility help him a vid every single swing. Roronoa, realizing this wasn't working, tired a different tactic. He grabbed a few shrunken out of his bag and threw them at Ben. This, however didn't work, because ben was able to dodge them this time. Ben then did something he wanted to do ever snice this guy started showing his face in public-he slung a web on the mask that Roronoa was wearing, and he yanked it off, finally finding out who was under that mask.

"Impressive Tennyson" Roronoa said upon realizing that his mask was now gone. "You surely are able to fight me better than you ever were before"

"That's because I know what's at stake-Nick" Roronoa smiled, as Ben was right all along. It was Nick all along.

"Funny, just a while ago I was able to defeat you with ease. And yet now, you're dodging all of my stacks, and you were even brave enough to allow me to show my face. What got into you?"

"Let's just say, I'm freaking tired of you"

"Now that's just rude" Nick said right before he punched ben in the jaw. "You may think that you're able to beat me now that you know who I am, or that I was never your friend, that you will be able to stop me? Why? Why go through all of this trouble? Why not quit after I framed you for the school shooting? Or after I Put Andrew in jail? Are you that naive?"

"It's not that" Ben said as he tried to kick Nick, but the latter's armor got in the way of hi feeling anything. "I have better morals than you"

"And what is the point to having morals?" Nick said as he sucker punched Ben. "I had morals once. But when life has crapped on you as hard as it had me, ou start thinking that morals are useless. I have no morals. I don't see anything wrong with killing my so-called girlfriend. In fact, after I'm done with you, I'll kill every single one of your friends, kind of as a payback for being so annoying. I'll kill Gwen first, then Jackson, Andy, and then maybe even Kylie. You don't understand Tennyson, courage is not the same thing as winning"

"You know, none of that speech made sense, and I think you just wanted to be part of some Stereotypical villain group, because that monologue was just boring and pointless"

"Pointless?!"

"Yes, because I'm not going to let you kill anyone!" ben said right as he sucker punch Nick. "OH and by the way-" he said as he pulled out his phone. "-I recorded your entire confession, so now the police will get off my back. Well, I must leave now. Bye!" Ben said as he swung away. Right there and then, he police happened to come, with the message he recorded being played out of a wireless speaker he had left behind. Ben was just happy that roronoa was now deafeatd.

…

"So you're really moving, Andrew?" Ben asked the next day at school.

"Yeah, my parents weren't really happy about the whole getting framed by an angry ninja posing as a high school student" Andrew said. "I just can't believe it was nick"

"It's always who you least expect" Ben said as he slammed his locker.

"So, turns out you were right about nick" Jackson happened to say has he walked towards Ben.

"Yeah. He might have seemed like a nice guy, but really, he was a-"

"D-bag?"

"That was not the word I was going to use"

"Oh"

"But it's still an appropriate word"

"Yeah" Jackson said as he walked away. Ben put some books in his locker when he happened to notice Gwen walking down the hall, looking upset. Ben had a feeling what was going on, so he thought he should at least ask what's up.

"Hey Gwen, what's wrong? You look like you just lost your best friend" That was a line their grandpa used after reading it in a book.

"How come every guy I like is either a jerk, an assassin, or an egotist?" Gwen asked as she rested her back against the wall.

"Maybe you're just attracted to bad boys" Ben said. "What? I'm joking"

"Nick was the first person that I thought might be the one. I thought that he might be my prince charming. And yet, here I am, heartbroken and shocked that the boy I liked was acutely a mercenary"

"Hey, someday you might meet the guy who's right for you" Ben said. "And if you don't, then maybe he'll find you"

"Were did you earn all of this sappy stuff?"

"Grandpa Max"

"Makes sense" Gwen said as she walked away. Ben started to think after she walked away if he should have told her he knew all along who nick really was. Then he thought she probably didn't want to hear it, so he just didn't. But he think about this. He was not going to trust anyone he recently met so easily.

**So there ends another story ark. But you shouldn't be upset-I have a few more ideas, including one I got as a suggestion a long time ago, but i'm going to plan that one out for a while. In the mean time, you can hope (hint hint) that I will think of something to do. So that's it for now, but remember-with great power comes great responsibility.**

**This is ninjanicktf signing out, and as Stan Lee says: Excelsior! Now to get this Hex Girls song out of my head...**


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